Lady Justice Madoka REVISED
by JameyoftheMegacosmos
Summary: A crossover between my project and one of its influences. When all the Witches start disappearing, the girls find a surprising discovery. Madoka becomes a magical girl, but not through Kyubey's contract, with a desire to bring justice to the world. Note: This story is being revised. So far, up to Chapter 2 is edited.
1. Prologue

Puella Magi has become a great influence to me and (along with Gurren Lagann) one of the two stories to spark my own anime I call Universal Lady Justice Aya. So I decided to write this crossover.

Only Universal Lady Justice Aya characters and elements are mine. I have no ownership of Puella Magi elements.

* * *

It was another night in Mitakihara City.

Sayaka and Madoka were walking together with Mami at a remote park. Everything was empty and dark. Mami was out holding her Soul Gem up, looking for a signal of a nearby Witch. Sayaka, who already contracted to heal her friend's arm, was also getting prepared to fight. Madoka was carrying Kyubey. She hasn't been contracted yet, but the little creature kept following her in hope to make one.

They've been walking for a while with no signal. No flash. No Witch. No familiar. Nothing. It was tiring for them and worse yet, this has happened for the third day.

"We've been walking for quite now, Mami." Sayaka said. "And it's been three days. We haven't seen a single Witch yet."

"Yeah, and we've got to get home soon." Madoka agreed. "My feet are killing me."

"Puzzling," Mami said. She also found it weird as they would have found something by now. "It's as if they all disappeared."

"It's the third day this has happened," Kyubey said. "Naturally, they'd be coming in almost every day."

"I wonder where they all went?" Madoka asked.

Suddenly something caught Mami's attention. She turned around and looked back towards her towards her friends. They saw she was looking at something behind. They also turned and saw what looked liked like Homura Akemi.

Mami was concerned of her. Since she stayed for a while by now, the girls grew suspicion of her, believing she'd want to take her territory. To be safe with her and want answer, Mami asked, "Now what do you want?"

Homura replied, "You've been asking where the Witches went?"

Both Mami and Sayaka were getting ready to transform in case any battle occurred. Madoka was also worried if such a thing happened and gripped with Kyubey, frightened by the instant.

Homura remained calm. "Relax," she said. "I'm here to show I think I found a clue." She walked forward and looked she was carrying an old radio or boombox.

Mami and Sayaka still kept their guard as Homura continued to walk up. But wondered she such a thing. So Sayaka, "Where did you get that?"

Homura suddenly turned it on. And they seemed to have gotten their answers. Just by hearing what it said.

"This is important current news bulletin for Mitakihara! It has been declared for now that all civilians within the skyscraper section of the city should leave the area immediately! If witnesses confirm it, there is currently a standoff with a girl and a massive winged creature fighting against a heavily-armed unknown militia force! Once again, a dangerous battle occurring in Mitakihara! If you live in the area, please leave now!"

The trio was shocked to hear such news. Kyubey was even boggled by it. It wasn't natural for something like this to happen.

"Where did you get this message?" Mami asked.

"Found it." Homura only said after turning it off temporarily. "Near a bunch dead bodies."

Sayaka was both shocked and angry on that. "Now that's messed up. Why would they try to do such a thing?"

"The creature they say sounds like a Witch." Kyubey said. "But a Witch that can come into the real world is not normal. Of course, unless it's something like-"

Homura interrupted him. "Exactly." She didn't want him to say any more. Mami could understand what he would say, but Sayaka and Madoka were confused.

"Well, whatever it is," Mami joined in. "It definitely is something worth checking. If it IS a Witch or so."

Homura nodded, then turned away from the group. "Follow me." The girls bound together and joined with her afterward. Altogether, they rushed into the skyscraper district of the city, hoping to find answers.


	2. Chapter 1 I'll do what I can

Chapter 1

Only ULJA elements are mine. No Puella Magi elements are owned by me.

* * *

It was a while until they were near the skyscraper section of the city. This kind of incident was very unusual as it gave many questions and confusion among the girls. Witches normally were not supposed to be outside of their barriers. Magical girls are supposed to fight them, not with them. And what is with the so-mentioned militia force? Have there been normal humans aware of the system, too? All of this shrouded Kyubey and the girls' minds.

As they got closer, they noticed smoke coming from a section the district and pursued to that area. There was no doubt all the fighting was coming from over there. They noticed a ton of police and citizens surrounding the area. Civilians were guided away from the scene while others tried to get through to see what was going on. Though they had Madoka, who wasn't a magical girl, they were still able to navigate their way around to avoid the police and continue to where the battle was occurring.

Suddenly when they were about a block away while traversing on the streets, a large explosion was heard and some of it was seen. More smoke began to emerge and the girls confirmed their guesses.

"We're on the right track." Homura said.

"Yes," Mami said. She had been looking at her Soul Gem, seeing that it is flashing very bright. "And it looks like there definitely is a Witch here."

"But how," Kyubey wondered. "It is not a natural for a Witch to just come to real world."

Sayaka notified him, "I think you told us that already."

Madoka was about to speak up. "Excuse me." All the girls faced her as she was a little unconfident. "I know this is a little silly...but do you think that the Witch...could be...something else-"

Just then, she was interrupted by another blast. This time, it shocked the ground and they nearly lost balanced. At the same time, they heard a large screech of a bird echoing. They looked at the street they were facing as a large humanoid object fell at the right of the intersecting end about a block away, falling on its side crashing to the ground. Debris kicked up immediately and the girls covered their eyes in case it blew in their direction. Fortunately, it went perpendicular to them and it cleared away easily.

When it became more visible, the sight of the figure shocked the girls as it got back up. It was revealed to be mostly 2-D like most Witches. It had a body covered by a breastplate with a justice scale symbol on it and large wings of an eagle with patterns of gold, silver, and bronze on the feathers. It had human legs, but metal talons for feet. The head was that of an owl, wearing a stone Ancient Greek helmet, and having a beak of a falcon. It also had human arms protected by armor. It carried a large old-fashioned medieval sword in its right hand while having a scabbard on the hip of the opposite side. Currently, it was kneeling as if it was still recovering from the blast.

"Well, looks like we found our Witch." Sayaka, starting to smile. She was getting ready to transform. "Let's give it to it while it's down!"

"Wait." Mami stopped her. The team looked up to her. "They said that a girl is out fighting with it. And they're attacking some kind of militia. Shouldn't we see what exactly is going on first before we strike?"

"Who cares?" Sayaka said. "She could be just a girl possessed by it! I say we take it down-"

Madoka interrupted. "Mami is right, Sayaka."

Mami added, "We should wait until we see what's going on first."

Sayaka gave in, but she still had her Soul Gem out to be ready. They continued walking forward, but by the time they were about a building or two away, they saw a girl coming out from the right.

She appeared to have characteristics of a magical girl to Kyubey and the team's surprise. She had a light brown sleeveless outfit and a darker brown cloak for body clothing. She had long black hair with a red headband and a braid to her left, hanging by her face. Though it was hard to see for the girls, her eyes were brown and she had a red crystal on a gold set of wings holding the cloak. She had a silver/light blue belt and scabbard on her left side like the creature. She had light blue leg clothing that reached down to her thighs and metal boots with feather patterns and wings sticking out in the back of the feet. She also had metal gauntlets that went to her elbows and in her right arm, she had a sword with a gold-winged guard, a spiral textured grip, and a spiral drill shaped pommel. She also carried it as if its weight was between a real sword and a plastic toy.

More to the girls' surprise, she went up to the hurt Witch-like humanoid and talked to it, saying "Athena, are you alright?"

It surprised the girls again as the winged monster turned its 2D/3D head and replied. "I'm fine," it said in a voice that sounded like an older form of the girl. "But that last hit was able to hurt me."

"Keep it up, Athena. We can't withdraw yet. Not with so much AMF around here!"

"It's better if I was covered somewhere. I need time to recover from this."

"I'll do what I can. You go find somewhere safe."

The girl then turned to her right and made a stance as the creature called Athena moved to set of buildings left of the girls. Athena didn't seem to notice the girls near her; she just needed to rest.

The team was mind-screwed by the whole situation. There was no way a Witch (or something else?) and a magical girl could understand each other and work together. Kyubey was even more confused by the fact Athena looked like something the girl would be as a Witch and they're both existing and living at the same time; this of which was not possible to him.

Soon, the girl raised her gauntlet sideways and shouted, "Wall Shield!" A type of energy shield was projected in the shape and texture of a brick wall as it covered a large wide section of her. Suddenly, a stream of bullets appeared to have come from the corresponding direction as they hit the shield, though some came through only to hit her armor and bounce off.

The team of girls advanced slowly as the magical ones got their Soul Gems out. They didn't want to disturb the creature Athena, but still get a peek of what they were fighting.

After a moment, the girl barrel-rolled to the left and shouted "Plasma Burst!" She then held her sword her like a rifle and a small shot of bright gold yellow energy quickly shot from the blade. She moved from side to side, hoping to dodge, and turned left and right while getting cover from behind a wrecked car and shooting more shots from her sword through the broken windows.

When the other girls were able to peek right a little from the corner, there was more surprise and shock to their eyes. The enemies the girl was fighting were a group of human men with guns as they continued to shoot. About six men were there and fighting from a large amount of building and vehicle debris likely made from the battle. They had a variety of clothing, one had normal soldier equipment with a standard rifle, three looked like street thugs or regular civilians with pistols and lead pipes, and two were in body suits with what looked like super advanced rifles as they fired much smaller bursts rapidly. And that was not all.

A large tank in geometric shape was accompanying them on the mid-left. It had a trapezoid-like turret on the back with a hidden machine gun turret on its front right and two square prisms of four missile holes each on sides. It fired its cannon at the girl's position, only to duck under the shell after seeing its aim. The shell then hit a building wall a block away after.

All the girls were stunned by this kind of thing happening. Mami pitied the girl and Madoka found such a thing awful. Sayaka was getting very impatient by just watching.

By then, Athena was recovering from her injuries and saw the gang witnessing the battle. At their horror, she spoke to them. "I believe that you are magical girls, too? Hoping to help?"

They were terrified just by the fact they were being talked to by a Witch-like creature. Only Homura were or would be strong enough to speak, the latter ignored it completely.

Homura just turned around with little emotion as the others were too scared to speak. "We are just shocked by all of this."

Athena turned to the girl. "She normally doesn't fight alone. We were unlucky that they attacked us by surprise."

Sayaka now had the courage to speak in anger. "Well, she can't just fight out there all by herself! Someone has got to help her!"

"Sayaka," Homura said to her calmly. She was not wanting her to go so reckless.

"She would appreciate it if someone helped," Athena responded. "After all, she never wants her efforts to go to waste. Not in her support for magical girls."

"Support for magical girls?" the whole group asked in surprise.

A moment after, more shots from the girl's sword caught their attention as she successfully shoots a soldier in a body suit, sending it flying. The tank fired a missile that strikes near the girl and knocks her down.

"Aya!" Athena shouted, seeing her state. It then tried to get up despite the wound already almost healed.

Aya, the gang wondered. It must be the girl's name.

They saw one of men that looked like a shirtless street thug coming out of the debris with a spiked lead pipe. He charged at Aya and raised his pipe in preparation to strike.

Madoka was in horror as she said, "Oh, no!"

Mami was getting ready to fight and Homura was as well, but Sayaka was already transforming.

"Oh, that's it!" she shouted as the transformation was done. She immediately brought out a cutlass and prepared to charge.

"Sayaka!" the other girls shouted in different tones.

As the black-haired girl was picking up her sword to aim at the charging thug, Sayaka unexpectedly dashed in and struck him by the side. Her cutlass sliced the side of his hip and was sent spinning. She also did a quick strike at the thug's pipe, making him drop it. The strike also did some damage to the cutlass, but Sayaka didn't notice and ignored it. After the strike, Sayaka stopped to the left of Aya and froze for a while.

The girl saw her unexpected company. She looked like appreciated this help and that it saved her, but she knew she could still handle it herself. Nonetheless, she remained having an optimistic behavior and gave a slight smile for the assist. A while after as she started to get back up, she saw the armed men seeing her backup and aiming their weapons.

All the other magical girls in the area took action a while ago as Madoka and Kyubey witnessed. As soon as the men started firing, Sayaka snapped out of her frozen position, She quickly dashed in a zigzag manner, going a short distance towards them while turning around at the street sides. This made it hard for the soldiers to get a good aim and shoot her. Homura and Mami came in next. Mami quickly brought out two flintlocks and jumped to the side to fire at two men. The shots were aimed at an armed civilian and another in an armored suit, both on her right side from the tank. The first was able to get the man in the shoulder and knock his gun away. The other hit the soldier in the chest, but brushed it off with his body. Mami was surprised to see the suited soldier shrug it off that easily and attempted to pull out another flintlock as the soldier aimed his weapon.

Homura, who jumped to fire a machine gun at the tank to distract it, then stopped time to assist her, only to find something else shocking. She stopped time, but some of the soldiers and the tank were still moving a little. Very slowly, the soldier aiming at Mami fired bullets of energy moving about a feet a second while the magical girl was completely motionless. _Impossible_, Homura thought. But of course, this was an enemy she never in encountered before, so she had to change her planned attack one time or another. She rushed as fast as she could and as soon as she was touched, Mami moved the same pace as she did. Mami didn't know what was going on, but she was pushed to the right. She was able to shoot her flintlock before losing her balance, but immediately froze again with time when Homura let go of her. With her ally out of harm's way, Homura jumped to the middle of the street and quickly launched an RPG at the tank, still trying to turn its turret towards her. Homura also saw Sayaka standing very still in the center, but the soldiers had all guns away from her as if they didn't care. She saw Mami's enemy noticing her sudden move and using its slow body to aim at her again. She reacted quickly, bringing out a machine gun and fired a barrage of bullets at the man, the armed civilian getting up, and the other suited soldiers who were trying to aim at the girls. She stopped firing and ended the time stop immediately after she saw Mami's enemy about to shoot again.

The barrage of bullets flew at great speeds, hit the soldier about to shoot Mami, and possibly killed him as he fell to the ground. A set of bullets also struck dead the wounded man and knocked the other two soldiers to the sides. The RPG went after the tank, but due Homura needing to rush, the shot was not accurate; it only hit its front right corner before exploding. Though much of the armor was blown off, the treads were still mostly intact and running.

Sayaka began charging at the man on her left side of the tank, wearing a typical soldier suit as he fired his assault rifle at her. Sayaka quickly dodged the shots and struck him with a vertical strike down first. The soldier was sent flying as the strike slightly slashed him in the center and knocked the rifle out of his hands. He landed, looking knocked out.

During the battle, Aya got up again and fired two shots separately at the soldiers who recovered from Homura's barrage. Both were impaled by the shots, killing one and wounding the other again. Homura noticed this and also the tank turret facing towards Aya. Before she could do anything though, Aya jumped closer to her as the tank aimed its gun. The tank fired its cannon at Aya, but she ducked while swinging her sword over her head. To the other girls' surprise once again, the sword struck the round and the tank exploded on the top a moment later. The explosion knocked Sayaka to a wall as she was on the tank's side, but still remained conscious with her unknowingly damaged cutlass.

Mami shot at the last soldier with two more flintlocks. With all the men likely killed, it looked like it was over. That was until Mami, Homura, and Sayaka saw three more men coming from the back of the wrecked tank. One being a normal man with a pistol came to where Sayaka and tried to shoot her. After two shots, which she dodged quickly, Sayaka sliced him sideways at arm height as the gun fell out of his hands and himself dead.

The other two went to the other side. One also had a standard soldier outfit and was aiming at Mami, but she already had a set of five flintlocks ready and filled him with rounds before he could fire. The other was another civilian-like soldier who shot his pistol at Homura. Luckily, Homura stopped and brought her gun out. She slowly dodged the coming bullets by leaning backward and ducking while shooting a few rounds at the armed man. The man fell a while after she resumed time.

As the fighting came to a pause, Sayaka returned to Homura and Aya. She looked very stunned as she walked up her friends with a blood-stained cutlass. The black-haired duo together checked in case the battle wasn't over, but they could see there were no more men as of now. Mami also regrouped with the team, but Madoka still stayed back with Kyubey, worried if there will be another battle.

The black-haired girls of the team turned to each other. "Pretty good you were," the girl known as Aya said. "I see your weapons are normal-based, too."

"Normal-based?" Homura asked. She agreed with her as weapons were mostly military equipment, but had never heard it being classified like this.

"Hm," the girl wondered. "This must be your first time against the AMF at least."

"Yes and no." Mami saw Aya looking at her. "We're quite experienced in battle, but this was first time we had something like this."

"Well, it's a still good thing you came." Aya sighed with relief. "We just got unlucky in how they attacked while we were alone."

"Exactly what I once said to them." Athena said nearby the group. The girls turned to her. "And we are lucky that they were here."

"We?" Sayaka said while coming to them. She pointed to Athena while looking at Aya. "You mean that Witch over there and you are working together?"

Homura then turned to it. "Which is something I should take care of."

But before she could do anything, Aya and Mami had her partly restrained with the former's sword and loosely by the latter's ribbons. It was as if they knew what she was going to do.

"Yes," Aya answered to Sayaka's question. "But I wouldn't call her that. To begin with, she's a friend of mine. Truly."

Madoka unexpectedly got in the conversation through telepathy. "The girl is right. This creature seems to be more different than a Witch. I suggest you don't try to attack it."

Homura gave in. "Fine." The ribbons vanished and Aya drew back her sword after. Homura still had questions though as she turned to the girl. "But I'd still like to ask. Who are you?"

"Though you would ask that one day." She put her empty hand on her chest, "I'm Aya. Aya Masa. And I'm also what you'd call magical girl."

Mami looked at the red pendant holding the cloak. "And that's your Soul Gem there? Looks a little unusual for my comment."

"Actually, it's just an accessory." This was unexpected by the other girls as she smiled. "As matter of fact, I don't even have a Soul Gem."

"How can you be a magical girl without a Soul Gem?" Kyubey said on disbelief after coming out of Madoka's hands and walking towards to the group. "If you ARE a magical girl, you at least have to have one."

"That's because I'm not one in your system." Aya looked to Athena. "Just like Athena doesn't."

"Right, Aya." The creature replied. "Unlike what you so call Witches, I'm only here to help."

"Are you sure of it?" Homura spoke to the creature.

"I have no interest in causing harm to you girls OR to humans. Just to help Aya and her friends in fighting against the AMF."

"AMF?" all the girls, even Madoka asked.

Suddenly, there was rumbling. Aya turned to the street of debris and looked like she knew what was coming.

"It looks like they're coming again," she said as she prepared her sword. "Hope you're all still ready to fight."

Sayaka began snapping out her position as the words alerted her. "Uhhh..y-y-yes! Of course, we're ready" She readied her cutlass in front of her.

Mami was also bringing out a large amount of flintlocks in preparation.

Aya turned to Athena. "And you Athena?"

The creature calmly got up from its feet. It revealed the wound it once had shrinking into a mere scab. "Now that I've recovered from that blast, I'm more than ready to go."

"Good," Aya then turned to Homura who was still not getting ready. "And you? Who are you? Will you be joining us?"

Homura looked to her. "Homura," she said quickly. "I'll join you on this. But after, I have many questions to ask you."

"Boy, do all of us do." Sayaka said to her.

The rumbling noise grew louder and even rotor blade sounds could be heard.

Aya just smiled a little. "Sure. Right after this."

Homura then prepared her shield. A while after, Athena went behind the girls crouched with its winged folded and its arms to the side in preparation. Madoka could only watch a little from behind as Kyubey stayed with her.


	3. Chapter 2 Launch the attack!

The girls all readied their weapons as all the rumbling and rotor spinning drew closer. Some of them were still boggled by the whole situation.

Sayaka didn't really want to fight or even kill human people; she more of just wanted to help the girl and fight in self-defense. Just out of this one battle, it has left her in a state one would call traumatizing. Her will to intervene have overcome her, along with the emotions she had a few moments ago.

Homura and Mami also found this widely new. Normally, they'd be fighting against Witch-like creatures, not with them. They would protect humans, not kill them. And now, they had no choice, but to do both.

Madoka continued to witness, even more horrified both by what happened and what is happening now. She had never seen human people trying to kill her friends and they have not become their normal selves, especially her best friend. She wanted it end now, but she can only watch.

After a while, a wall on the left was smashed from a distance and another one of the tanks drove in with its right side exposed. The next moment about 10 more men entered. None looked like civilians and street thugs; there were only five standard soldiers and five in body suits. But this time, they were accompanied.

About five four-legged robots of two different types appeared to assist them. Two of them looked like walking square platforms with large legs on the corners. They had turrets with guns and missiles on the sides and were almost the height of a normal human. The other three were much larger and looked like flying rotors on thin legs with scythe-like feet as they hovered a little in the air. They had an eye-like turret on the top and another turret on the bottom with a gun and what looked like a camera on its left side.

Some of the men and robots soon turned with their weapons ready, even when they were far away. But before any of the girls could do anything, Aya quickly shouted "Athena! Quickly cover us!"

The 2D-ish harpy complied and covered them all with her giant wings. Moments later, a large barrage of bullets are heard firing from outside. Homura didn't find this pleasing as she would have handled it herself despite the surprise they could still move during her time stop.

Aya saw this and said to her, "It's okay. It was still the best option I had."

"Hm," Homura let out.

As Homura started bringing out shoulder-mounted missiles and RPGs, she heard Aya say, "She won't hold long, so I suggest we use this time to prepare for counterattack."

"Couldn't agree more." Mami replied as she already had a large set of muskets prepared.

Aya looked to her and nodded. She turned to Sayaka, who was just standing there, beginning to realize what she did a while.

Aya then noticed her damaged cutlass as she walked up. "Your sword has been damaged." This got Sayaka's attention. "Is that your only one?"

"No," Sayaka answered with hesitation. She then looked at some of the damage. "But I didn't realize it. I'm sure it'll be fine though."

Aya noticed that something was wrong with her. But just by that and noticing her abilities, she had had an idea. "Sayaka," she said as she started raising her sword. "Hold still for a second."

Sayaka looked and was shocked to see Aya's sword raised towards her.

"Don't worry, Sayaka," Aya said, knowing what she was thinking. "I'm not going to hurt you. Just trust me on this."

Sayaka uncomfortably nodded, then closed her eyes and tried to calm down.

A moment later, Aya swung her sword down and shouted "Wall Break!" The sword missed Sayaka as Aya would promised, but instead stopped near her like it hit something solid and constant electric sparks came out. Mami, who witnessed the two the whole time, was surprised of what Aya was doing. Homura also saw it, but was more curious than shocked. They also saw some surprise that the sparks weren't affecting her in anyway. It only lasted one or two seconds before Aya raised her swords and the sparks stopped.

By then, Aya was pushed back a little and leaned her head and body forward a little. It was as if she wanted something from Sayaka and it affected only herself as a result. Sayaka opened her eyes, seeing herself unharmed. Aya then opened her eyes and stood back straight.

"Okay." Aya let out as she hanged her head a little to Sayaka, then raised it again. She turned around and raised her sword into the air. The three magical girls watched as she then shouted, "Power Shift! Sayaka Miki!"

Sayaka gasped as Aya appeared to be transforming. It was as if Aya used a telepathy ability on her to learn her name. After, it came to more surprise for her, Mami, and even Homura. When the transformation was done, Aya's outfit looked exactly like that of Sayaka's and the sword of the former became the cutlass of the latter.

"Impossible." Sayaka said with her mouth open. Homura and Mami could agree. They all thought, who knows what Aya also gained just by that "Wall Break" ability.

Aya just lowered her new cutlass to the side, turned her head, and giggled a little. "Well, you just watched." she said while smiling.

A large noise that sounded like a tank shot disrupted them as it shook the girls. Aya knew it couldn't be good for Athena.

"Sorry, Aya," the creature called out. "But my wings can't hold them off much longer."

Aya could agree. "Alright." She then walked more to the right and prepared her cutlass. The other girls then shrugged off on the past moment and got into positions.

"Now Athena!" Aya shouted as soon as the firing from outside the creature's wings paused. "Launch the attack!"

Once Aya gave that order, from the outside, Athena released a bunch of 2D feathers that flew towards the troop of soldiers and their supporting machines. The tank was positioned in the middle of the street, facing directly parallel to it. On its right were 3 standard soldiers and 2 suited ones. It was vice versa numberwise on its left. The two smaller robots were partly in front of the tank, positioned left and right of it respectively. Two of the larger rotor machines were further away in the same manner while the third hovered above the tank. The machines weren't bugged by the fast swarm of feathers, but all the soldiers got hit and knocked down.

At that moment, Mami jumped up, taking all of her muskets with her. She scattered them all into the air and they stopped when they faced towards the enemy troop.

Homura stopped time again to do a similar thing. She jumped into the air multiple times, taking one or two rockets each time and launching them. She saw Aya and Sayaka dashing with blue streaks on the sidewalks of their respective sides, partly seeing what the former's plan was. She once again noticed how the soldiers and machines continued to move slowly, but they strangely appeared to be focusing more on her rather than the others. As soon as she noticed the soldiers almost standing up, she stopped launching rockets and resumed the time again.

Sayaka continued to charge and rose her cutlass at the large robot on the left. But when she was about to strike it, her weapon shattered and she slammed, both upon hitting some invisible spherical shield. The areas hit showed bright, light blue, brick wall patterns before fading out as Sayaka then fell to a wall.

At the same time, Aya charged in and struck the legs of the other robot successfully and with no shield showing up. The machine lost balance with its two legs destroyed and fell partly on its left side. Sayaka saw the damaged robot while she was down, now confused why her attack didn't work. She then looked back at the one she attacked before, seeing it turn its gun.

Fortunately, the anti-tank weapons launched by Homura came in time and baragged the area. Many merely bombarded the area, destroyed the two smaller robots, heavily damaged the front of the tank, and sent all the soldiers flying. Some also hit the robot near Sayaka and destroyed it successfully, but it also shoot out several bits from its rotor in all directions, which exploded upon hitting the ground and shook her. However, she also saw the other two large robots take the missiles while showing red shields upon impact as the blast debris cleared.

Mami's barrage came next. The robot Aya damaged charged energy while aiming at Mami, but she quickly fell back to ground before a large bright red beam was fired and missed her. Moments later, the hail of musket fire smashed it apart and released the exploding bits like the previous one. The bombardment also sent the soldiers flying again, finishing off whoever was still alive. All shots that hit the tank either ricocheted or ineffectively damaged it, but the hovering drone above was hit in the rotor and legs as it lost some balance.

Sayaka watched and thought she got it. She believed only the one she attacked before blocked magical weapons like hers, but the other two were vulnerable. She noticed the tank firing its machine gun in the direction of Mami and Homura, but the robot turned its guns towards her, charging dark colored translucent energy from the top. Sayaka quickly acted, dashing towards the tank, luckily dodging the legged rotor's large translucent beam it fired as it sprayed bullets from the turret below to continue attacking her.

As she got on top of the tank, she saw Aya attempting the same thing as she came from the other side. When they saw each other, Aya nodded and they charged upward to the robot's blind spot from below. Together, they raised their cutlasses in the air and impaled through the center of it. The robot also shot out bits from the rotor, but Aya noticed them charging white energy; she knew what was coming. She grabbed Sayaka in a hugging way quickly sunk them back to the ground as multiple beams of light fired from the bits. They were able to dodge all the beams and landed safely back to the ground behind the tank, though Sayaka was uncomfortable and even pale about Aya having to hug her.

Meanwhile, Mami had retrained the tank's main gun with help from the musket bombardment. With the vehicle helpless and in a slight direction away from her, she started summoning a large cannon and prepared to fire. "Tiro Finale!" she shouted out.

However, the tank suddenly broke free of its restraints during the summoning and turned in time to fire a countering cannon shell. Both shots collided with each other and the explosion sent Mami back.

Athena, who recovered enough from all the fire, suddenly jumped into the air in response. The creature landed near the tank moments later and impaled the turret with its large sword. This got Aya and Sayaka's attention as they turned to see the crushed turret and the back starting to open. They prepared their now damaged weapons, but Homura unexpectedly came in and accurately tossed what looked like a bomb or grenade in the opening. It exploded moments later and the back bursted into flames. The blue outfit duo then put down their weapons, knowing there would be no survivors from that.

Now that all the hostile men were killed and their machines wrecked, Aya searched around sharply and saw there was no one left trying to kill them. "I think that's all of them. At least for now."

"Yes," her accompanying creature agreed as it also looked around. "For now." She saw Madoka and Kyubey from the same corner they were before, still frightened by the whole battle. "It is finished now. You can come safely."

The girls all then regrouped one by one as Athena watched. Aya, Sayaka, and Homura quickly got together first. Mami came around the tank and Madoka arrived last with Kyubey.

Once they were all together, Aya looked around and saw new allies. "Pretty good you were." She commented to the magical girls. "You must be all quite experienced."

Sayaka smiled near her and giggled. "Well...it's really my beginning time...but I was good for a first time, wasn't I? Against...these guys at least?"

Aya turned to her and said, "Yeah, at least sort of. You seemed to know quickly how to take down those Rotors."

"Rotors?" Sayaka asked. "You mean those hovering things we fought?"

"Exactly."

Sayaka closed her eyes in blush. "Well, I kind of had to learn the hard way, but yeah."

All the other girls giggled except for Homura, who still stared at Aya.

Aya noticed this. "What's wrong?" she asked.

Homura showed no emotion. "You still could have gotten yourselves killed by acting so."

"Well, yes. Fighting the AMF, especially when alone, is definitely life-threatening when you attempt to take them head on. That's why I often have help."

"That doesn't mean girls like you can be so reckless. It's foolish for you and her act so boldly like that."

"Come on, Homura. Spare the cynicism, please. That doesn't mean we always have to take everything ALL serious. Not if you have someone to help." Aya looked down, turned away from her, and faced towards Sayaka. "After all, and pardon for such pride, but I'm a different magical girl. Different from your kind at least. I try to help people, especially in their problems, just like they helped fix mine. They rely on me just as much as how I rely on them."

Homura let out a quick hum. Of course, she had different ideals, but chose not to go further. She knew how it may play out.

"Speaking of which," Mami came in. "What kind of magical girl are you anyway?"

"Yeah!" Sayaka exclimated suddenly. She was looking at Aya's copied outfit in disgust. "Like what did you do back there? When you used your sword on me? It's like you copied my powers or something."

Kyubey also joined in. "And that along with having a Witch on your side is basically something you should not possess."

Aya and Athena looked at each other. They knew it would be a very long story to discuss. It wasn't safe for them to talk about in such a location.

"Well," Aya answered. "I'll have to explain a lot in detail. But we should first find somewhere safe first. Do you have any place we could go? Like at home, maybe?"

Madoka closed her eyes. "My parents don't think they'd appreciate such an unexpected guest."

"Yeah, I don't think mine would, too." Sayaka said.

"We could go to mine." Mami offered. "I live alone and it shouldn't be far, so we could go there if you'd like."

"Good idea." Aya said to Mami, but then turned to Homura. "Unless, of course, you have something."

"I do have a place to stay," Homura answered calmly. "But I have no intention to make such an offer. I just want to know who you are and why you're here."

Aya could understand, seeing her face and her head slightly turned. "I am aware on that." She then turned to the others, especially towards Mami. "Go I guess we could go to your home then. But by the way, what's your name?"

Mami grinned. "I'm Mami Tomoe." She pointed to Kyubey and Madoka. "And that there is Madoka. She and Sayaka are under my care when it cones to the magical girl experience. The little creature there is Kyubey. He's the one who makes contracts."

"I'm actually well aware of your system, Mami. My kind is quite a bit similar to yours." She sees the confusion among the girls and turns a little in embarassment. "Though yet again, I may still have to explain the details."

"You can just give at least some details for now" Sayaka joined and was actually was more demanding to know. She pointed to Athena, "Like once again, what is this Witch of yours? And why are you two friendly to each other?"

"Maybe something I'll only answer here." Aya replied. "First of all, Athena is not really a Witch. She's what we call a Familiar. And they're assistants to us."

"Assistants?" everyone said in a variety of tones.

"Yes." Aya replied. She then turned to Athena as she raised her cutlass. "Power Shift! Back!" Moments later, she quickly transformed back to her original form. The brown dress and cloak. The sword and side scabard. All was she was when they first saw her. She then said to Athena, "I think it's time now."

"Right." the so Familiar said.

Aya then shouted shouted as pointed her sword towards Athena, "Unsummon!"

A while later, auras of multiple different colors manifested and surrounded the creature. Once the creature was shrouded, the tempest of revolving auras shrank at a quick rate until it became very small. Only then, did it disappear, revealing a small life-sized falcon. Everyone watched the whole thing as the falcon flied over and landed on Aya's shoulder.

"So that's her real form." Mami guessed.

"Exactly," Aya confirmed. "Unlike most Familiars, who only have their summoned forms." She looked Athena as it screeched to Mami and the two grinned and giggled. "It's better if she came this way. She wouldn't make us so noticeable."

The others nodded in agreement.

Mami then took the lead. "My home is way." She pointed in one direction. "Hopefully, we won't have to run into much of the authorities."

"I mostly hope they're capable of rebuilding this," Aya said. "After all, the city is sure better off with this than what else the AMF could have caused."

Mami giggled a little as they walked. "You sure think deeply as a magical girl."

"After all, its not all our fault. And to us, being idealist, positive, and hopeful is what it means to be a magical girl. Even in a world like this."

Athena screeched again on her shoulder.


	4. Chapter 3 I think it's time I explained

A while had passed when they all reached Mami's apartment. It was once again slow with Madoka, but they were able to get through without coming across much of the authorities.

All of the girls returned to their normal clothes expect for Aya, who was still wearing her magical girl outfit. Athena flew with the group and Kyubey remained on Madoka's shoulder.

"Well, we're here." Mami smiled at Aya as they reached her door. "I have room around here, so make yourself comfortable."

Aya appreciated the offer. "Thanks." She turned to her falcon and asked, "But, do you mind having pets around?"

"Not really. Kyubey usually stays, so having your bird shouldn't be a problem. Though I wonder why you are still in your magical girl form."

"I usually like wearing this. Not exactly afraid to go out in it, especially in places where I'm not noticed. After all, people kind of appreciate us magical girls and our service back where I cone from."

"Well, you do realize you're not in your own town or city. So it's best if you tried not to reveal yourself out in some place where you're not familiar."

Aya looked in down. "You're right." She looked back up. "But another reason is to show how our system works while we are someplace AMF could have taken advantage if we were someplace vulnerable with our guard down."

Mami saw that a partly better reason than the given first. But she knew they would have been prepared anyway. She decided to end the conversation there.

"Anyway," Sayaka joined. "Let's get inside so we can know what's going on."

"Yeah, I agree." Madoka said.

"We'd like to know who you are and what kind of magical girl you really are." Kyubey added.

"As do I." Homura let out.

"Relax." Aya said. "I'll tell you once you've we get in and take a rest. Right, Mami?"

Athena screeched again as everyone giggled.

"Agreed." Mami then opened the door. "Please, come in."

At that time, they all entered her home.

Everyone circled around the table in the living room. In order was Sayaka, Madoka, Aya, and Homura while Kyubey sat on the table. Athena was on the side with Aya. Mami was coming in with tea and cakes.

"Something I often bring to guests when they're around." Mami grinned.

Aya looked up to her. "I'm not really hungry, but I could at least try it. Thanks."

Mami was delighted as she laid down the food. Madoka and Sayaka immediately grabbed some things while Homura just took a cup of tea and calmly drank it. Mami did the same and Aya tried a cake.

Aya seemed to enjoy it a lot. "This is actually pretty good. Been a while since I tried something this."

Mami turned to her. "You've had something like it before?"

"Sort of. I had a friend before who was a magical girl and had quite good skill at cooking. Have never eaten something so delicious since then."

"Really? Since when?"

Aya looked down. "Since she died. But she has made a big impact on my life as much as I did with hers and many others'. At least she died happy, knowing that I wanted to do what satisfied her."

Athena let out a small screech on the table. The others except Homura and Kyubey also found it sad. A moment later, Madoka replied, "Well, at least she died while she was happy."

"Yes," Aya said as she raised her head. "And that's what helped me get over her death. Along with knowing how she and every other magical girl I know continue to be a part of me and vice versa."

The girls smiled a little, but Homura only had a face in between. Though that was one case of a good death of a magical girl, she has seen many others that were not so. She then put her cup down and turned to Aya.

"Which brings up the topic I want to know." Now that it was time, Homura wanted to know. "What kind of a magical girl are you?"

Aya knew it would come up. "Well, since you would ask one way or another, I think it's time I explained everything as simple as I can. Along with any other questions you have."

The others nodded as they now demanded to know.

"First, to begin with." Aya then grabbed her sword and closed her eyes.

The next moment, there was bright light in a transformation sequence like normal girls, but in reverse. A few like Madoka covered her eyes, but saw the sequence occurring. They also noticed the sword fading into a bright light and shrinking. By the time the reverse transformation was done, they saw what once was the sword is now a small footlong cylindrical crystal of white translucent color.

Aya's outfit also changed. She kept all her hair features: her long black hair, the red headband, and the braid. She also had a school outfit, butbit was more beige and cream-colored. She had a ring with falcon wings on her right index finger and a type of badge on her left breast. Most of the girls were interested.

Aya then raised the crystal in her left hand for everyone to see. "This is what we call a Hope Crystal. It's what we use to transform into magical girls."

"I see." Mami said. "Similar our Soul Gems, right?"

"Actually they're little different." This confused the other girls. "Unlike Soul Gems, they're not really a source of power. They're more of a link. Anyone can use them, even if they're not the same user."

"So I guess that's quite an advantage then, right?" Mami asked.

"Yes. They can used by anyone, but everyone must have at least one as they only work for one person each."

"Anyone?" Kyubey asked. "You mean more than just young girls?"

"Yes," Aya responded. "But those are the most targeted."

"Why?" Homura asked. "How does it work?"

"Well, just by part of the name, the crystals are said to be made from a conscious omnipotent force simply known as Hope. We are not exactly sure of it, but we go by evidence that these crystals are often manifested near the innocent. The ambitious. Those with such pure desire to help the world when they feel broken and helpless."

"And you were one of them." Mami confirmed.

"Did your creature tell you that?" Homura curiously asked.

"Yes," Aya answered. "Partly though. The friend I mentioned before also thought me this."

"How does becoming a magical girl or so work in your system? And what happens for the first time?" Homura asked, worried what would happen if Madoka got interested.

"Whether it's your first time or not, all you really got to do is tap your mind into it while holding it. When it IS your first time, it starts off like a registration to Hope. Basically, it looks for your current desires, what it believes to be the root cause of suffering and helplessness. It sets your powers related to that such desire, which you gain upon using the Hope Crystal, and you keep them until your desire is fulfilled. Most powers usually go away by then, but they can still somewhat be accessed when you want or need them again."

As Homura predicted, Madoka and her friend were interested despite Sayaka already contracting. Madoka commented while staring at the crystal, "That actually sounds like something both fun and helpful. It may be something I could use one day."

"Certainly," Aya said. "And all magical girls in our system know there are clearly no catches or tricks on this besides learning your powers."

"Even then," Homura interrupted. "You should still not be so naiive and think it's always that easy."

Aya agreed as she got a little darker in her voice. "Yes, especially when you're in battles against the AMF at the same time."

Mami then joined in. "Which goes to possibly our next question. Who exactly are the AMF? What does it mean?"

Aya knew that the answer wasn't going to be nice. Everyone also realized the face she had. She then quickly let out, "They're called the Anti-Magic Faction."

This shocked most of the girls and Aya knew it. Madoka in fear said, "You mean-"

"That was exactly what I thought when I first learned about. And yes. The Anti-Magic Faction is an organization designed to wipe out Hope entites or in this case, hunt down and kill magical girls. Like us. They have widespread influence and control. Along with arsenals only your maximum comprehension could understand."

Sayaka was irritated by such a thing. "Now that's just lame! Why would they do such a thing?"

"Just by the fact we represent and give hope, we are a threat to their power and system. One ruling with complete suffering, despair, and torment. Trampling and being trampled. Like the world is surrounded by a large thick white wall. A corner of which, shaped like a chevron, is their symbol."

"That doesn't seem like a good cause to follow." Madoka said. "Why would they be so powerful and popular?"

"Their cause is loose. Though a large part is brainwashing and somewhat stupifying, they have many seperate reasons than just to create a world of total despair. Many, both naturally and unnaturally, even believe their cause is just."

"Like what?" Sayaka asked, still bugged by this fact.

"Well, they have reasons both good and completely ridiculous. For a few examples, some despise the use of magic. Either seeing fictional things come to life a whim or believing it's the easy way out and want to kill us to prevent future examples of it. Some are also worried that the use of our powers would lead to the destruction of everything, especially if we're left unchecked. They even do it out of panic and try to destroy everything that's magical or powerful in attempt hide them from the public to avoid their future use. And what they've done in relation to those given reasons gets worse from there."

Mami asked, "If they are out killing magical girls, then why don't they go after us then?"

"Usually, they want to wait for the right time before they strike. Like when our repuation is little to none and we let down our guard for example. Another guess, judging by our battle back there, is that they want to hold off on it due to how you're in groups and use both normal and magical weapons."

"Normal and magic weapons?" Homura asked, seeing how Aya may be referring to her attacks.

"You see, the multiverse is also guided by three different attributes: There's magic, which Mami and Sayaka have. Normal, like the weapons Homura uses. And finally antimagic, which what most of the AMF often use."

"Antimagic, well that explains a lot." Sayaka said. "When my sword shattered on hitting the shield of what you called a Rotor, I was just dazzled. Is this Nanoha Force or something?"

Aya giggled. "Well, yes and no. You're just introduced to a new part of reality. That's all."

Madoka saw there was no more fear or other emotional restraint on Aya. "You seem pretty calm about it, Aya. If you're a magical girl, why are you not so worried about the Anti-Magic Faction?"

"Because I'm actually, as a magical girl, more of a hybrid of both magic AND normal. These of which are rare and not explainable aside from luck on your powers. And as you could estimate, though they're effective against themselves, the three attributes make up a rock-paper-scissors connection. Magic prevails over normal, normal is unaffected by antimagic, and antimagic neutralizes magic."

Madoka grinned, "So then, since you are both normal and magical, you can fight enemies even they're purely antimagical."

"Exactly!" Aya said.

"That also explains a little." Homura said as they all faced towards her.

"Homura?" Madoka asked.

Homura shook her head. "Never mind." She then stood after putting down an empty teacup and turned to the door. "If you excuse me, I now have to leave."

As Homura walked to the door, Mami asked her, "What do you plan to do?"

Homura didn't give much of a response. "That's nothing of your concern." She exited through the door and turned around. "Farewell, Aya. Mami. Sayaka." She then turned to Madoka. "And Madoka, remember my warning."

Madoka was a little uncomfortable with this saying. "Uhh..yeah, Homura. I remember it."

"Good." Homura turned away. "Later." The door closed after.

Aya was confused as she turned to Madoka. "A warning, Madoka?"

Madoka still uncomfortable to talk. "Y-yeah. She told me before to just be myself."

"Why would she say that?"

"Because she also said if I ever tried to change that, I'd lose everything."

"Hm."

Sayaka shook her head. "The girl's a psycho. I think she just doesn't want Madoka to be a magical girl. At least to Kyubey."

"Maybe." Aya was still wondering over Homura's concerns on Madoka. But at the same time, she was also concerned. "Well, our system is kind of like that if you think about it. Ever since I got my Hope Crystal and despite going through hard times, I've become strong to be Aya Masa. After all, unlike the system you're part of, ours is more like a guide to help find yourself than a mere contract for a wish."

Madoka grinned, but was still unconfident. "I'll have to think about it a little though. Especially if what you say about the AMF is true."

"I would agree." Aya said. "But you may have to be reasonable with yourself. Just like Homura's warning."

"Well, yeah. That, too."

Sayaka was looking at the time. "Excuse me, but we have to start going as well. It's already getting late."

"Yeah," Madoka agreed. "And I don't want to have my parents worry about me, especially in this part of the day. And it has already happened not long ago."

Aya nodded as they started to leave. She continued looking at Madoka. "And remember," she said. "I'm not telling you to do much. Just think it over. Because I believe this would help."

Madoka only grinned. "Thanks, Aya. I will."

"And you, too, Sayaka."

Sayaka giggled. "Thanks."

It wasn't long before the two headed out the door. Only Mami and Aya remained of the girls. Kyubey was still sitting on the table and Athena apparently was trying to drink tea from a cup either Madoka or Sayaka was drinking from. The two girls giggled as they looked at the falcon.

"I'm still a little surprised you have a creature on your side that's as scary as the Witches." Mami said. "I never really think of it."

"If you think about it," Aya said on response. "Having such a thing could also be advantageous."

"Advantageous?"

"Maybe just seeing them as enemies are what make them scary. If you have allies on the same level, it could help ease on the fear."

"I understand now."

Athena then screeched.

Mami then changed the subject. "You really want Madoka to choose your system as a magical girl, don't you?"

"Exactly," Aya answered. "She could definitely could use the help, especially since the AMF don't like allies of magical girls or witnesses. Just want to make sure she does what she believes is best."

"Couldn't agree more."

"And besides, she can gain the power to become a magical girl while still being able to find what she really wants without the stress of choosing only one wish. Taking third options. That's how I go."

Mami let out a short laugh and spoke in contrary, "Well, of course, there would then be the option where neither of the two happen."

"Yeah, but it's sometimes best to aim for both than just one."

Athena screeched and the two giggled again.

"By the way, Mami," Aya took the conversation. "Is there any way for me to stay here?"

"Uhh, yes. But why ask? Don't you have someplace to stay?"

"I do, but it's all the way back in my home city. Me and many other magical girls are looking for places to stay around here."

Mami grinned. "Well, you are more than welcome to. I can have a place ready for you."

"Thanks."


	5. Chapter 4 I am on your side

It was nighttime in Mami's apartment. They went to bed about four hours ago. Both Mami and Aya were sleeping in the bedroom.

Aya had to sleep on the rug, but Mami had at least a pillow and blanket for her. It was rough, but she had been in this kind of situation before, so it didn't matter much. However, something was still bothering her as if she had a bad dream. But it wasn't a dream that was giving her trouble.

At that time, Aya and Mami were both hearing something. It actually sounded like it was eating nearby, digging its way through some mush. And it was close. By the time they heard a loud screech, the girls jumped.

The two were both panicked as they woke from the sudden cry. They quickly jerked their heads left and right to see where the noise was coming. After a moment, Aya calmed down a little and listened more carefully. She heard it coming from near where the windows were. Mami settled a while later and looked in the same direction as Aya.

The two got up and went near the windows revealing parts of Mitakihara. By their shock, they looked down to see Athena, eating its way through a mush of what appeared to be Kyubey.

"Athena!" Aya shouted to her.

"Kyubey!" Mami cried out.

They both rushed to the two creatures. Aya rushed to pick up Athena, who screeched again. Mami crouched down to see the remains of Kyubey in horror. Then, she looked at Aya, being hurt by what her pet had done.

Aya knew what Mami would say. "Athena usually doesn't act this way." Aya said to calm her down. "I'm not understanding why she would do this."

"Well, now look at what your pet has done!" Mami was still not affected by Aya's words. "She just chewed through Kyubey like a big mush!"

"Maybe she senses something unusual about him."

Just then, they heard more noise and looked down. This made more of a shock as they found Kyubey alive and well again eating the remains of its dead self.

"Huh?" Mami was just oblivious. "Kyubey ate Kyubey?"

Aya appeared to be more aware of this. "Yes, it looks like he ate his dead self."

"Yes," the new Kyubey said after it was done. "Well, there is more than one of us actually. We had to create something like this in case one went away."

Mami looked to Aya. "You seem to know about this, don't you?"

"Yes, but I didn't think Athena would reveal it until now."

"Say," Mami said, wanting to know more. "What else do you know? To begin with, why are you here?"

Aya was sure she would have to talk about this one day. She first thought out where to start, then began. "I'm here because of the AMF."

"What do you mean?"

"I mean the AMF are planning an invasion of Mitakihara. Well, really more of the entire planet, but yeah."

Mami was shocked again by this information. Even Kyubey was surprised by this. "How do you know this?"

"Because we fought them before. Don't you any of you two remember the incidents before? Like a few years ago?"

"Sort of." Kyubey said. Mami was also on the same level."

"The AMF used to rule this entire planet, always hunting down magical girls whenever they appeared and hiding everything about them from the public, especially in my hometown. And they've been doing it for years until we came along, gave them what they deserved, and made Earth a safe haven free from their control. No doubt they want to reclaim it."

Kyubey still questioned. "Then, why did you all have to come here? Out of the other places in the world, why Mitakihara?"

"Because the AMF have started somewhat, focusing many of their beginning forces here. Almost like what they did in my city. We don't know why, but we suspect that it's something to do with you magical girls as well."

"You think they're going after Witches, too?" Mami asked. " Kyubey, maybe?"

"That's a guess. My friends have noticed the high presence of magical energy at the same time when we were investigating here, which is also why we got learn your system in the first place. We're hoping that since they may be coming after all of us, we can use your cooperation as well as Kyubey's."

Kyubey saw Aya's point. "Exactly the theory that I would point out. It could be an explanation to why very few Witches have been seen in the past few days."

Mami added. "And the AMF seemed to be coming after us as well. So I guess we're all in it together one way or another."

"Of course," Aya agreed. "After all, an enemy of an enemy is a friend, isn't it?"

Athena screeched. Mami and Aya giggled. Kyubey nodded to Aya's point, bit then asked, "I'm guessing that's why you're also very concerned on Madoka. You seem to not want her to make a contract with me just like Homura. Except you want her to choose your system over ours."

"Exactly, yeah. She's now a witness of our battles and the AMF would consider her knowing too much. So it's best if we got her ready to fight when she needs to. And besides, unlike your Soul Gems, she won't need things like Witches or Grief Seeds to restore magic or purify crystals. So she'll still be clean when registered."

"Sounds like a good alternative to a wish." Mami said. "And who knows? Maybe she'll end up having powers like you, being able to take down enemies even with antimagic."

"Just like Madoka predicted." Aya said. "And you can, too. Even when already contracted."

"It sounds great, but I'll register and try it someday." Mami said. "For now, we need to sleep."

Aya could see by then that Mami wasn't looking at her, but outside instead. She also turned to see the view. A while after, she looked down.

"Mitakihara," Aya said with sigh of love. "It reminds me so much of my city."

Mami turned back to her. "Why say that?"

"Because...I haven't seen such a lovely city. At least not until everything changed back home."

"Like what? What IS the name of your city."

"Well, it's a little embarassing to say" Aya said uncomformably. "But now that I think of it, my city's name is actually that of yours. Except it's backwards."

"Mitakihara backwards? That would then be A-ra-hi-ka-tim?"

"Arahikatime. Just add the 'e' in the end."

"I see. But, why would that be a huge reminder to you besides the name?"

"Because that's exactly what it used to be. Here you have so much here. Mostly clean streets, lovely parks and rivers, and so much to do around freely. Back in my city, it used to be what you'd call a trash pile, run best by the military, made of a cynical majority, all terrorized and bullied by criminals and jerk cops."

"Like a cyberpunk world?"

"Yes. That is until we came and gave hope to change it. We had to make great sacrifices and there's still much to do, but it has improved greatly so far. Ever since we defeated the AMF there."

"It seems that miss your home a lot now, right?"

"I do. Wouldn't if it was a much earlier time like before our war, but just by the fact we were able to make a change is all that matters at least. And because of that, I wouldn't want to see something like that again. Our world struggling under an illusionary dystopia. Made by the same cynical fanatics who believe it's for the multiverse. When they're truly doing it out of mere obsession."

"You sure have a dislike for the AMF."

"Well, I do try to find some mercy. I do most of my killing out of self defense. And though I'm able to quickly adapt, I do my best to fight them in a way that doesn't make me like them. For example, I want to understand people, so I could help or punish those who deserve it."

"Sympathy and sense of justice." Mami smiled. "Like me." Aya also smiled.

Aya then turned to Kyubey, who stayed still the whole time. "What about you, Kyubey?" she asked.

Kyubey then added into the conversation. "Usually we don't understand that kind that kind of stuff."

"Hm? Why not?"

"Because we actually find such a thing a mental disorder. Very few of us can understand emotions and it was surprising to find such a lifeform that can. The only thing we care most is what works out best."

"Utilitarianism." Aya then took out her crystal. She turned to Mami. "May I?"

Mami nodded as she knew what Aya would do. As Aya used her crystal and transformed into her outfit and raised her sword when it manifested. Kyubey couldn't understand what she was doing.

Mami wasn't sure why Aya would do it to Kyubey. All she said to him was, "You can just stay put. She won't hurt you."

By that time, Aya threw her sword near Kyubey and said "Wall Break" in a soft tone.

And it happened like with Sayaka. The sword solidly struck something near Kyubey and a few seconds of harmless sparks occurred. By the time Aya raised her sword a little, the sparks stopped and she was pushed back a little before recovering.

By the time it was over, Aya then raised her sword and softly spoke, "Power Shift. Kyubey." Aya faded into bright white as auras surrounded her body. When it was done, despite staying calm throughout the whole time, they were both surprised by her new form.

Aya kept most of her own physical features, but her clothes were entirely different. Instead of having a weapon, Aya had mere paws. Her whole body and arms looked like that of a white cat while everything else was bare. She even had ears and a tail resembling Kyubey's and a red egg-shaped oval on her back.

"You're..." Kyubey said. "You're my form!"

"Exactly," Aya replied. "And now that I have your abilities, that should help quite a bit."

"Speaking of which," Mami asked. "How does that power work?"

Aya knew this would also come along, having to explain this. But it also gave her time to explain the other matters that recently came. She looked and said, "The power is like a telepathic ability."

"What do mean?" Mami asked.

"You know how I say 'Wall Break' when use such a power? Well, I use that as just a call for my attacks. In addition, I'm able to see a kind of wall around people. I use my ability to break that wall, tap into their mind, and read their past."

"Now why would you want to do such a thing?"

"Because I want to help them out. I only use it when I know something is wrong with them. Since I'm usually sympathetic to magical beings, especially magical girls, I try to do what I can to help without dedicating my whole life to it. Once I feel that way, it's as if their power bonds with my own and becomes part of me. Next moment I recover from the telepathy, I can be able to switch to their form and use their powers and back."

Mami felt a little uncomfortable hearing about this. But she continued and asked, "How long does it work for?"

"Until the original user passes on with out regrets. I'm well aware on my responsibility and not to just use power of others for perks. That's partly I only gain them when I sympathize with them. I want their powers not just to get stronger, but also to help them with their problems and hopefully let them know I'm their friend. Let them know they're not alone."

"There's a difference between being a friend and a helper. You can't just help some person's problems, hoping they'll be your friend."

"Yeah. But showing that I am willing to be on their side just as much as they would for me, if I was in trouble, can help me get friends. That's how it actually worked back home. Show them that I would protect and support them as a way to inspire others to do the same. Not just for me, but for everyone else they care about as well. Not just support, but also courage and inspiration. That's really my way of seeing friendship."

Mami could understand. She actually felt a little admiration for Aya's stance. But then, continued on the topic, "I guess you seem to have concern for Sayaka in a similar manner?"

"Exactly. I saw when I tapped her mind that she has some problems with a childhood friend."

"Yes, she made her wish to heal his arm. That way, he could see her as a lover or so. I warned her though on making such a wish."

"I know. And I read she has emotional problems, too. Especially when it comes to things like love. That along with her friend is what I want to help her with before it's too late."

"I would still advise that you should still be aware she has to make the decisions. You can bring a horse to thevwater, but not make it drink."

"I'm aware on that. But it's just as before. I can give support and faith. And that's what I plan to do."

Athena screeched again. The two giggled and Mami smiled for a while, seeing Aya's great insight. But then, she looked down again.

Aya looked at her, knowing something was wrong. "What is it?"

Mami answered an a low voice. "I have some problems of my own. Unlike you, I have no real friends."

"Why? How do you say?"

"You don't have to use your ability in case you're wondering. It's nothing personal as it is usually part of a magical girl's job. Because of my duty for being so, I'm usually isolated by everyone."

"Was it something to do with your wish?"

"Partly. You see, I was involved in an accident where both of my parents were killed. It was until Kyubey came, where I made a contract and wished I had survived."

"I understand why that would be so isolating for you."

"Yes, also the reason why I enjoy company so much and have little parties like tonight. But even that doesn't change much."

"I hear you on that and you know I'm someone who could help you."

"How could you say that?"

"Because I met someone who has been that way before. Two actually. And even I became a victim to that. Having to live in a world of isolation because our magical abilities. But I took courage to find someone. And I was able to help the others find someone who would stay by their side to the end. Even if it's just me. I am on your side for that."

"But you're different from me."

"Not that different. Do you realize how much we even have in comparison rather than contrast? Even if we live in different cities, we can still be together. Even if we are part of different systems, we're still magical girls. Ones who would fight to protect the innocent, heal the victims, and punish the villanously obsessed. And regardless of what ways we go among our duties, we can still work together. Life isn't really a competition, even when a magical girl. As I said, it's also about helping and supporting those at your level and those below you, too. And I am one of them."

At the end of all of this, Mami began to smile. "Really?"

"Yeah, so are the others. Like right now. Homura, Madoka, Sayaka. They're all likely to be on your side as well."

Mami began to smile a little and even cry a little. "Do you really mean it?"

"Yeah. Even if I do leave when this invasion is still over, I still won't forget about you just like you wouldn't for me."

By that time, Mami started tearing dramatically as she smiled. Then, she went close to Aya and put her arms greatly around her. Aya found this greatly unexpected as she spun with Mami. She eventually smiled as well.

But then, she found it a little too tight and spoke, "Uhh, Mami. I think you can now let go a little."

After that, Mami snapped out of it a little. She let go and began wiping the tears off her face. "Sorry, Aya." she apologized. "It's just been a long time since I really felt so happy."

"You don't need to apologize. But you still wouldn't want to be like that in a middle of a battle, don't you? Someone may mogu-mogu you like one would with those cakes."

Mami thought it over. "You're right." she agreed. "I was careless."

"And as I said, it shouldn't be just me. Think of everyone else. Even girls like Homura."

"Yeah." Mami turned her head, but then faced Aya again. "But yet again. Thank you, Aya. Thanks for what you've taught for me."

"It's nothing." Aya said. "But even I hope I'm making the right decisions. As always, I just believe in the self who believes in me. That's it."

"I'm sure you are right." Mami said.

Athena screeched again in agreement.

Aya giggled as she faced her pet. "Thanks."

After the conversation, the two girls and the bird went to sleep. Only this time, they were asleep soundly. Aya knew how it would be if they let their guard down like this and still had her crystal gripped in her hands. Nevertheless, they all had peace of mind as the girls slept in their beds, Athena tucked in deeply, Kyubey just watched over the whole night.


	6. Chapter 5 Let us begin

It was noon the next day.

Aya was sitting within an abandoned warehouse in her normal schoolgirl outfit, waiting for the other girls. Unlike the other girls, Aya didn't have to go to school in the morning. But she met with all the girls before they went to school that she planned on registering and training the girls to her system. They decided to rendezvous at her chosen place when they took a break in the afternoon. She and Athena waited inside the empty building as Homura came first almost immediately at that time. So did Kyubey.

Aya was surprised to see their early arrival in contrast to the others as a while passed. She knew it was either that Homura and Kyubey are usually quick or the other girls were often late. Judging by how she saw Homura's abilities and Kyubey having clones, her mind was on the former hypothesis. But she didn't mind if it was the latter either.

Aya looked to Homura. "Impressive that you would come this quick, Ms. Akemi."

Homura turned to her. After a while, she looked back again and let out a "Yes."

But shortly after, she faced Aya again as if she wanted to talk. Aya noticed this and looked at her.

"Aya Masa," Homura said. "Are you certain of what you are saying?"

Aya was confused. But predicted what she meant and said, "About the Hope Crystals? If that due to being concerned on Madoka, then yes. All the girls are clean when registered, so it's not like you always have to collect Grief Seeds or anything like that."

"That too." Homura said as it was unexpected by Aya. "But also about the AMF."

"What do you mean?"

Kyubey came to her answer. "The invasion you mentioned before."

Aya was shocked as she looked at Homura. "Kyubey told you this?"

"Yes," Homura answered. "He has been acting very strange today. Usually, he doesn't give many details and you can not trust him."

"And yet I'm surprised he was able to tell you this."

"So is it true, the AMF are planning an invasion of Mitakihara City?"

"More than Mitakihara. About Earth itself."

"But they're starting here at least."

"Exactly. That's why we need you and Kyubey's cooperation when we're out fighting against them. We're capable of fighting them no matter what odds are against us, but it's still better if we we're together. You know, like in case they bring something with them that too much for us."

"I understand that." Homura still had wondered. It was right that Kyubey wouldn't give many details, which rendered him untrustworthy. At the same time, Kyubey was very manipulative and wouldn't focus so away on Madoka, which he appeared to aiming for in his contracts. Aya must have known this and in spite of it, the two have been cooperating well. Homura considered this illogical to him and wondered why.

Before Homura could open her mouth to speak, Kyubey already guessed an answer to her attempted question. "I'm guessing that they're coming for more than just the magical girls. They appear to be also coming for us. And even the Witches."

"That's absolutely right, Kyubey." Aya said in response. "It's why you weren't able to find any Witches for the past few days with no Grief Seeds found. The AMF is out there reaping them for itself."

"That is the same conclusion I would have made based on your information. A large amount of magical girls were contracted in our search only have them and our clones all disappearing for a strange reason. It's the most logical choice that we could make."

Homura agreed with a nod as she turned to Kyubey, "And because so, you're deciding to cooperate well with everyone. Not what you'd usually act like, Kyubey."

Aya knew what she meant.

Kyubey then looked at Homura. "The Grief Seeds are most important to us. We need that energy they collect. If this is what's happening, then we seem to have no other alternatives."

Homura stood corrected. But you should still have your guard up, she thought.

The girls and their accompanying creatures soon saw three nearby figures coming into the warehouse. Aya and Athena could see clearly who they were. It took a while for Homura and Kyubey, but they recognized them to be Mami, Madoka, and Sayaka in their school outfits.

As soon as they were very close, Aya greeted the girls. "Welcome back, girls! Glad you came!"

Athena then screeched as the girls giggled.

Mami began once everyone was silent. "Hope you don't mind if we were anywhere late."

Aya smiled. "Of course not. Actually, you were quite on time while your friends came early."

Mami looked at the Homura and Kyubey. She then smiled at Homura like she had no more suspicion of her. Homura caught this look and noticed new behavior.

Sayaka came into he conversation, "Today, Mami has become very different than before."

"Yeah," Madoka said. "For a strange reason, she has become much happier than before. What happened to her last night?"

Aya found this unexpected. She blushed a little before took the courage to spit it out. "I had a talk with Mami when we suddenly woke together in the middle of the night."

Sayaka asked, "What did you two talk about?"

"She told me about being lonely all the time. Ever since she became a magical girl, she has become that and wasn't able to acquire any friends. After when I told her I'd be on her side, she started acting like this."

"Well, whatever you said. She sure has been acting a little crazy. She's been asking us questions in relation and getting really close to Madoka on our way here."

Madoka blushed with a smile, "I gave a similar response that was more direct and she seems to be totally out of it now. Even said how Homura would be a friend, too."

Homura turned and let out a sigh. The other girls looked at her to see something in connection was on her mind.

"What's wrong, Homura?" Aya asked her. "Is something wrong?"

"No," Homura said.

"But you seem like you have something related. Is there anything that you're trying to protect, too?"

"Sort of."

"Hmm." Aya looked away a little to expect an eventual answer.

Homura looked at the other girls. Then spoke, "Actually, I'm also fighting for something."

Aya knew such an answer would come out as they all looked. She just didn't want to force Homura to say it.

"Like several of you," Homura continued. "I'm also fighting for a friend of mine. And for the same reason as magical girls typically are friendless. There's no point in being a magical girl if it isn't for that."

The other girls expect for Aya, who predicted what it was, were surprised to have her say such a sentence. All this time, she has become so emotional and even rude to them as if she was fighting for no one but herself.

"That makes two of us," Aya said. "As I'm also fighting for others."

Sayaka chuckled. "So am I."

"And as do I now." Mami agreed. "Thanks to Aya, of course."

Aya giggled and Homura hanged as a nod. She and Mami then looked at each other.

"Sorry of my suspicions from earlier, Homura." Mami apologized. "It was quite rude of me before. Acting like such a competitor."

"It is okay." Homura said. "As long as you and the others are safe, that is all I am concerned with."

Mami then nodded in agreement.

Madoka then joined in after a while. "Well, now that everyone is here, shall we get to that registration thing as you said?"

"Right," Aya replied as she faced Madoka. "Let us begin."

By then, Aya reached into the front right pocket of her skirt. She took out what appeared to be three Hope Crystals. One stayed in her right hand as she put the other two in her left hand. "I was only able to bring three crystals with me. One is mine and the other two are a backup and a spare one. So I can only have you use two and keep one until I get some more."

"Should be okay." Sayaka paused in lack of confidence. "Since you said any of us can use one, right?"

"Exactly," Aya said as she handed out her two crystals and turned left and right to all the girls. "So who wants to go first?"

Homura stayed put as if she didn't want use it. Sayaka also looked like she wanted to be sure of it before she went for it.

Madoka called up first. "I guess I should give it a try if what you say is true. You said that about it being like a guide, didn't you?"

"Yes," Aya answered with confidence. "Our system is only there to help you with your life. Nothing more than that. So nothing will change of you."

"Well then," Madoka said with some courage. "I guess I should give it a try then."

"I will, too." Mami said as she and Madoka came up. "It seems to be worth it if you don't need anything to restore magic."

The two picked up each of the crystals as Homura watched cautiously and Sayaka uncomfortably. Aya then walked a little backward and began to give instruction.

"Now," Aya held her last crystal vertically and surrounded it with her hands. "To start with the basic transformation."

Aya closed her eyes and a moment after, the crystal began to glow. The transformation started with her whole body glowing. The gauntlets first appeared, left then right, and her right and left leg clothing a while later with her boots. The belt and pendant materialized as cloak came up. Her body clothing manifested next and finally, her scabbard. During the whole sequence, the bright white crystal transformed itself into her sword as it faded to its colors. Once the transformation was done, Aya opened her eyes.

The trio of girls giggled as Homura let out a small hum. Madoka then came to ask, "So how does it work?"

"It's quite simple to start with." Aya began. "All you have to do is tap your mind into the crystal just like I did."

"Tap your mind?" Mami was confused.

"Just hold it somewhere and try to put your mind into it like a mind tap. It's the same for first users and more experienced ones. The crystal will then do the rest."

Mami and Madoka understood. The latter tried doing hers first. "Well, here it goes."

All the other girls watched as she put herself in a position similar to how Aya was. Homura was deeply focused on her as she held her buckler ready for anything unusual. By that time, Madoka closed her eyes and tried to tap into the crystal as instructed. It was a few seconds before anything happened, but then it came as the crystal glowed.

Two large translucent white circles grew from above and below Madoka, centering on her. Aya stayed put as the others walked back a little. The circles then closed onto Madoka's chest level as they faded in color from white to pink. When they converged together into one less translucent and brighter, they quickly shrank. Madoka's body faded pink as a transformation sequence began.

Homura was familiar of the transformation sequence as she watched with the other girls. She recognized all her features acquired: the bracelets, high heels, dress, and ribbons holding her hair. She also recognized her given item as the crystal shaped itself into a bow. The only thing that didn't appear that she would expect upon seeing this was a tear drop-like pendant that would hang on her neck. Like Aya said, she was contracted to a new system as the transformation was complete and Madoka opened her eyes.

Madoka looked around to see that the transformation worked. "It worked!" she said smiling as the other giggled.

"You're pretty cute in that outfit." Aya commented.

Madoka closed eyes and appreciated the compliment.

"Now with that, you can try learning your powers to see what you can do."

"You mean I can't just make up all of my powers?"

"Course not. That isn't how it works. You'll have to find them out yourself. But don't worry. You'll have everyone here to help you out."

Madoka giggled with the group, "Thanks, Aya. I'm sure I will."

At that time, Homura let her buckler loose. Just by the fact she did not have anything like a Soul Gem, she knew it was now completely safe.

Sayaka went over to her recently transformed friend and clung onto her from behind. Madoka was shocked by the surprising grab and wanted her to get off.

"Oh, you're so cute, Madoka!" Sayaka shouted. "Now you're definitely going to be my wife now!"

Madoka sounded more like she was laughing and the other girls giggled except for Homura.

Aya then turned to Mami. "Well, now it's your turn."

"Agreed," Mami said.

Sayaka soon got off of Madoka as they all faced Mami repeating the same thing. Like before, the circles appeared and closed at chest-level. However, two things were different from the first one. This time, the circles turned yellow like Mami's hair color. The second and more surprising part was that the transformation sequence and outfit was the same as with her Soul Gem, except without the yellow flower pendant she had. This had shocked even Mami.

"It's almost the same as if I used a Soul Gem." Mami said.

"Yes," Aya said in shock. "But I don't think you'll be using magic from your gem this way. Instead, you're able to use it infinitely."

Mami found this reassuring. "I'm at least glad that is the case." By then, she had an idea. "Do believe my powers would work the same way?"

"Possibly," Aya said. "Give it a try."

By then, Mami took her hat off. For a while, it took a while for her to do anything as she worried nothing would happen. But then, she swished her hat and a set of muskets came out as usual. Seeing this, everyone had calmed down as they predicted and worried about the same result.

"As I thought," Mami said. Now that her powers can be used the same way, she was calmer like everyone else.

Aya then decided to proceed. She walked back a little more as she said, "Now for phase two."

Everyone got attention and turned to her.


	7. Chapter 6 Summon Familiar!

Everyone focused on Aya as she stepped back from them. She didn't step away that much as she was planning the next part of using her magical girl system.

"For the next lesson," Aya said she stopped. "We shall be introducing familiars."

"Familiars," Mami said. "As in that hawk creature from before?"

"Exactly." Aya turned her head to her falcon. She gave a little wave. "Come, Athena."

Athena screeched as she flew from one of a nearby broken machine and descended to the ground in front of her caretaker. Athena raised her sword and pointed it towards the bird.

Aya called out, "Summon Familiar!"

A large magic circle manifested around Athena and everyone else stood back. Colorful auras appeared and circles around as it grew into a massive vortex. The other girls had to step back a little more just to avoid getting caught within it. They stopped moving backwards once the vortex sounded like slowing down. The auras slowly vanished as the familiar, the large humanoid creature with shiny treasure-colored wings from before, remained.

The other girls and Kyubey looked up at the large beast once again to remind themselves of how these beings resembled Witches. Athena down back at them and crouched to get closer. She nodded in recognition to them from the day before. She looked to her left as Aya walked around an in front of her.

Aya spoke once again, "As you know, Athena in this state is what magical girls in my system call a Familiar. And as you figured, they're very like Witches, but they're our companions instead of opponents."

Athena then talked to her from behind. "Exactly." She temporarily changed the subject, "It is a pleasure to be able to talk once again, Aya. Normally, it's very difficult to communicate when I can only screech."

Aya turned around to see her familiar. "Couldn't agree more." She turned back to her trainees, "Hope they weren't rude for giggling on that."

"I accept whatever apology you feel is necessary."

Aya focused more on the other girls. "Like Athena, Familiars can be great allies. Some could help you overcome more obstacles and others allow you to fight tougher battles."

Mami guessed, "So it's important then learn on your familiars."

"True," Aya said for her statement. "A Familiar is usually based on the girl's desires. So everyone's is different and some are more suitable for certain situations than others. That's a reason why girls in our system our best in groups."

"Well we definitely are a big group." Sayaka said smiling as she looked around. "So that shouldn't be much of a problem for us."

Madoka joined in. "Yeah, but we should first see we have first."

"Exactly and every familiar and its girl have their strengths and weaknesses." Aya said. She looked to Madoka and Mami. "So, who wants to do it first?"

Mami spoke first. "I guess I'll go since Madoka was first the first lesson." She faced Madoka. "Unless she wants to."

Madoka shook her head. "Would rather give someone else a chance first."

Aya and Mami merely nodded. Aya instructed. "All you have you do is to repeat what I did. Just point to the ground somewhere and call out like what I said." She then warned, "But make sure you have nothing in the way, especially if it's your first time."

The girls were confused. Sayaka asked, "Then why do you need your little bird to summon yours?" She looked at Athena as if she was affected. "No offense."

Athena just stood here with out doing or saying anything. Aya and Sayaka saw that didn't mean much.

Aya faced her trainees again and answered, "Because that was an accident. When I summoned mine first time, Athena flew into the auras when it started and caused a big mutation. I thought it was best to require her when summoning."

"And that must be why you always have her around." Mami said. "You're dependent on her when it comes to that."

Aya nodded.

"Alright then," Mami stepped back a little. "Let's do it then."

Everyone stepped backed away to follow Aya's warning. They definitely did not want something to happen to them if they were caught in such a summoning. Once everyone was far away enough, Mami prepared, but then stooped for a moment.

Aya noticed this. "What's wrong?"

Mami looked at her hands. "Shouldn't I have something with me? Like some sort of weapon?"

They all looked around and noticed that she didn't have anything a Hope Crystal would turn into in her hands. "Now that you think about it," Aya realized. "You're right. It's like the crystal just disappeared. But that's normal for us."

Madoka asked, "Can she still summon?"

"She can," Aya said with certainty, "But she may need to use whatever she has since it's the most important thing."

Mami took off her hat. "How about this?"

"Should work. Give it a try."

At that instant, everyone was back on their guard. Mami raised up her hat like Aya did before. She placed aimed at the ground close to her and shouted "Summon Familiar!"

A magical circle emerged from the ground. As Madoka, Sayaka, and Mami covered their eyes, bright auras manifested and grew into a vortex. Unlike the shiny metallic colors from Aya's summoning, this one was smaller and merely had those of gold, yellow, and orange. It disappeared moments later as a signal that it was over. The trio opened their eyes and like those who watched the whole, they were confused and even baffled by their finding.

Mami's familiar turned out to be super tiny as it hovered in the air, but still big enough to be visible. Mami had the best view of it. It looked human, but more of a 2-dimensional doll shape. The clothing was similar to a Western prairie girl; it had a teal skirt with a red pocket and a round yellow hat that was most of its head. The chest was very small, the waist was large, and the legs were vortex-shaped like it had no feet. Instead of arms, the familiar had two yellow ribbons longer than its height. There was also some kind of price tag on her. All of this was in great contrast to what everyone expected except for Homura, who found it very familiar.

Like most of the other girls, Mami was very puzzled and oblivious. "Uhh…this is my familiar?"

"I guess so." Aya said.

"I don't know," Sayaka said as she came close to it. "Doesn't it look a little…too small?"

When Sayaka raised her hand to touch, it suddenly flew quickly around Mami. It created what looked like Mami's ribbons and tied Sayaka's hands as she went back in front of Mami.

Sayaka hands were stuck by the ribbons. "Now that was rude! It tied my hands!" Everyone was watching her.

"Maybe it thought you were trying to hurt it." Aya said.

"Well, I wasn't trying to!" Sayaka said angrily as she continued struggling with little success. "Is there anyway that thing could untie this?"

Aya's familiar came to her answer, "Likely, but only if Mami would tell her."

Aya contributed, "Familiars would obey no one other than its master and anyone they are allowed to take orders from. Unless Mami tells it that you're a friend or when it's okay, it's doubtful it'll remove those bonds for you."

Mami listened to this and faced her familiar. She called it, "Please remove the ribbons from her hand." The familiar turned to Sayaka and then back to her. "It's alright. She's a friend of mine. She won't hurt you."

A moment later, the familiar complied. It went close to Sayaka once again. Sayaka saw the ribbons disappear and could move her hands again.

While moving her hands, Sayaka said to Mami "Next time, make sure it doesn't go so tight. My hands nearly got sore from that."

Mami just smiled and the familiar turned to her. "I'll make sure of it."

"Perhaps you should give it a name." Aya suggested.

"Agreed." Mami then noticed the tag on her familiar and went up to it. It hesitated a little, but Mami said, "Don't worry. I won't hurt you either." The familiar calmed down as Mami looked up on its little tag.

What came to her surprise was that it had runes carved on it much like ones she found in the barriers of Witches.

Not sure what's going on, Aya asked, "What is it?"

"These runes on her tag," Mami said. "I've seen them before."

Kyubey suddenly walked up and went on Mami's shoulder to get a closer look. "She's right," he said in confirmation. "They're the same as the ones usually found our system.

"Wonder how did it managed to get that?"

Aya guessed, "Maybe it's something to do with your system."

"Hm. Anyway, what does it say?"

"According to this," Kyubey read the tag. "It's says 'CANDELORO DU POLIGNAC'. It must be some kind of name or so."

"Candeloro…" Mami thought.

"Maybe that can be good name for it." Madoka said. "It's already on the tag, so why not?"

Mami turn to Madoka and giggled a little as she was thinking the same thing. "Yes. Also sounds quite meaningful." She looked back at her familiar. "Well then, Candeloro should be her name then." She touched her little familiar in the chest as it went back like it was tickled. Candeloro then started flying around as her magical master giggled a little.

Suddenly, Athena began to speak out. "She told me it was nice to see you having friends. She seems to like it a lot."

The other magical girls looked up to her. Mami asked, "You mean it talked?"

"Not directly," Aya corrected her. "That's a power Athena has. She is able to communicate with other familiars telepathically. It's useful since they're often mute and can't really speak our languages."

"Could it be from the mutation you mentioned?" Kyubey asked.

"That's what we think, too." Athena said. "The accidental mutation seemed to have given me that and other abilities that have proven to be powerful unexpected benefits to us."

"Still," Aya added. "I wouldn't risk it with yours."

The other magical girls nodded in agreement.

Sayaka interrupted as she faced Madoka. "Shall we get to yours?"

Madoka was shocked as if she didn't expect it so soon. She blushed in embarrassment as she smiled. "Well…maybe not right now. I'd rather wait for another time."

All the girls giggled except for Homura, who Madoka saw as if she had the same idea.

Aya and Mami respected her decision as they didn't want to be so hasty. "Well then," Aya spoke. "Would you like someone else to get a chance?"

Madoka nodded as she faced Homura. She saw that she still had no interest in using the Hope Crystal, so she turned to Sayaka. "Say Sayaka, would want to try now?"

"I guess." Sayaka said. "It's worth a try."

Aya gave a small nod. "Good." She turned to Madoka. "In case you don't know how to switch back, it's simple. You just have to tap your mind into your bow just like what you did with the crystal. And as before, the rest is done by itself."

Madoka grinned. "That definitely is simple."

Madoka then copied the same thing she did when she transformed; she held her bow in front of her and closed her eyes. The next moment, she grew into a bright light like before with Aya. The transformation reversed itself and the bow shafted its glowing white self back into a Hope Crystal. Madoka opened her eyes and saw she returned to her normal self with the crystal remaining in her hands.

Madoka handed the crystal over to Sayaka. "Here you go, Sayaka. Anytime you're ready."

"Thanks." Sayaka took the crystal from her hands and stepped back. Aya realized she no longer needed instruction and watched her perfectly repeat the process like before. The circles that appeared the last time became blue around Sayaka as she acquired the magical girl outfit she'd get with her Soul Gem. She looked around to see the same outfit, but expected it after seeing Mami. She wrapped the cloak around to bring out several cutlasses and confirmed everything she predicted.

Aya commented, "Seems like you've learned quickly, Sayaka." She continued as Sayaka grinned, "And if you want to." She stopped to see if Sayaka knew what she meant.

"The familiar! Definitely!"

Sayaka walked backward from a far distance, more than she actually needed to. Everyone watched carefully as she stopped, pointed her cutlass to clear ground, and called out "Summon Familiar!"

The magical circle started off as usual. The vortex also picked up in blue with various streaks of lighter and darker variations. This one turned out to be much larger than the ones with Athena and Candeloro. Everyone was covering their eyes this time. They were lucky and knew Sayaka had the right idea to back away a little more before. They could see why as the vortex started disappearing.

By that time, everyone was shocked, including Sayaka. Athena also let out a loud gasp by what was appearing as a familiar.


	8. Chapter 7 Unsummon!

By the time the vortex ended, everyone except Homura was in shock in the sight of Sayaka's familiar.

The familiar looked like a giant mermaid about as large as Athena. It was sitting on a decorated round seat with banners and swords sticking out. The lower body was made of scales while the fin had a pattern of what looked like one colorful heart inside another. The upper body had armor of a knight and the arms carried two small medieval cutlasses with the blades facing the familiar. It wore a large pink bowtie and a massive blue cloak. For the head, it looked like a tin man helmet, having three horns for eyes and a tall fan-skeleton-like crown with a musical measure bar and several notes. Behind the head was a large heart with patterns of teal and red diamonds. It stood there and moved in a low frame-rate much like the other familiars and Witches. But it eventually turned its head to search its surroundings.

Sayaka was still frozen in shock of her gigantic familiar. Madoka and Mami were more surprised after analyzing it more. Homura remained still and hanged with eyes closed. But Athena readied in battle stance while her master watched and did the same.

As the familiar looked around, it soon saw Athena and started screeching a little. This got Mami and Madoka's attention as they turned to Athena. After a while, Sayaka's familiar let out more of a distorted roar and Athena gripped more on her sword. Then as it shouted, it raised two swords in the air.

Wheels appeared in an instant behind the familiar and suddenly flung at Athena. Aya jumped to side and her familiar jumped to avoid them. Athena flapped her wings for a while as she descended near her challenger. She aimed for the familiar's hand with her sword, but was blocked by the two cutlasses. The familiar split its weapons in both horizontal direction and Athena jumped backward to avoid the attack. After regaining grip on the floor, Athena charged at the mermaid again.

Everyone around found this dual confusing and terrible as two large creatures clashed. Madoka was in pain to see such a thing occurring, two familiars fighting each other rather than together. Mami and her familiar stood there; they remained completely oblivious to what was happening in front of them. Homura only stood silently and Sayaka wanted to do something about it.

Aya decided to come to Athena, who was knocked back by the mermaid's weapons. She talked to her familiar, "What's going on, Athena?"

"She thinks that I'm an enemy." Athena replied. "I warned her I had no intention to harm her and yet she wouldn't listen."

Aya looked at the mermaid creature screeching more at the two. She also saw Sayaka still in shock and turned to Mami and Candeloro. "Someone give us a hand please. We can't let the fight continue like this."

Mami snapped out of the confusion. "Right," she complied and faced Candeloro. "Let's tie this familiar and calm it down."

Before the mermaid creature was about to launch another attack, yellow ribbons appeared and tied her arms towards the ground. It shouted more as it tried to struggle free of the bonds. Though Mami was certain it couldn't escape, the ribbons suddenly broke apart and the mermaid lashed back at her and her familiar. Candeloro dodged a swung cutlass, but Mami was struck in the chest and sent flying toward a wall. Candeloro continued to create more ribbons around the mermaid. Athena and Aya also joined in to help pin it down helplessly.

Sayaka felt irritation that her familiar continued to senselessly fight. She walked around her familiar as it continued to struggle with rage. When she faced the front, she raised a cutlass, took a deep breath, and shouted, "Stop this now!"

The mermaid stopped and looked up at its supposed master. It saw that Sayaka was not pleased by this.

"What are you doing, attacking someone else's familiar like this!"

The mermaid creature looked at Athena and then back at Sayaka.

Sayaka continued, "All of these people here are my friends! Both girls AND familiars! Shouldn't you treat them with more respect?"

The familiar let out a small screech. It either understood or was still wasn't convinced enough to obey.

"Remember that I'm your master here. I don't want to hurt you. But if you're going to hurt anyone else who is my friend, then I may not want to summon you again."

There was a long pause from the familiar as it stared at the cutlass point towards her. It hanged a little and its body dropped, showing to have given up the needless struggle.

Everyone then rested on the sudden incident. Aya and Athena got off from the creature, but kept their guard in case it started going berserk again. Mami got up to see the mermaid calm down now. Candeloro even stopped making the ribbons. Sayaka put down her cutlass. Kyubey only started. Homura hanged her head and Madoka sighed with relief.

"That was a close one." Sayaka said as she turned to Aya.

"But why?" Madoka asked. "Why did she try to attack Athena?"

"Maybe it's by the fact she's a harpy." Mami guessed as she walked back to the group.

"Likely," Aya said. "It is said that harpies and mermaids are natural enemies of each other. Athena put her guard up once she realized Sayaka's familiar look like a mermaid. She had the right idea in case she was seen as an enemy."

Mami nodded, but everyone else had little care of what was the cause. It was over for now, so it didn't matter.

Sayaka saw her familiar get out of its restraints more easily and rise up. "Now, what to call her…"

Homura suddenly spoke, "Oktavia…"

Sayaka got a shock as she turned to Homura. "Homura?"

Homura just paused for a while. "It was just a suggestion."

The mermaid knight turned to Athena and let out a screech to her. Everyone turned to see the two.

Moments later, Athena said, "She says that is the name she's goes by."

"Goes by?" everyone was in surprise.

Aya was confused. "Wouldn't expect a familiar to give itself a name." She turned to Candeloro. "Well, except for Candeloro. Must be the same reason."

"Yes," Athena agreed. "She says that her full name is Oktavia von Seckendroff. Homura must have known her name already."

Homura, seeing the girls stare at her, remained calm. "Lucky guess."

Sayaka ignored it and looked up at her familiar. "Okay then, Oktavia. As for now on, you shall be my familiar. And together, we shall fight as part of our duty."

Oktavia looked around to see the girls, the familiars, and Kyubey. It looked to Sayaka after and nodded. Everyone else nodded with it.

Aya and Athena sighed in relief. Despite this sudden struggle, the lesson went by with success.

Aya walked forward in order to get the center of attention. "I think that wraps up for this lesson."

Sayaka looked to her. "Already?"

"I can agree," Mami said. "We've already been here for quite a while now, so we should be heading back soon."

"That's right." Aya faced Athena. "Sorry for the short summon, but I think it's time you turn back now."

"I will accept." Athena said. "Despite the unexpected interruption, it's been an honor in meeting our new allies and speaking again to our recent ones."

Aya grinned. She turned to everyone. "Okay now. Now for the last part, unsummoning your familiars." Everyone paid attention to her. "Again, as what you girls saw on our first encounter, it's simple. Just point an item of yours towards your familiar and call out 'Unsummon'. And like before, the familiars will disappear and either be reserved for later use or change back to what it was before. Like a falcon in my case. Everyone clear?"

All the girls nodded.

"Good. Now let's unsummon our familiars together."

The three familiars stood still as they watched their respective magical girls hold items at them: Sayaka with her cutlass, Aya with her sword, and Mami with her hat. Together, their masters called out "Unsummon!"

Vortexes manifested around the three creatures. All of which had their unique or partly unique colors as they covered the familiars and shrank. A few seconds passed when they vanished. Oktavia and Candeloro disappeared while Athena changed back to her falcon form. Aya's pet then flew over to Aya's shoulder and screeched.

Aya looked at her pet and back. "And now, to go back to normal."

"Right." Sayaka and Mami responded.

The three held their items- the same ones used to unsummon the familiars- and tapped into them. They transformed into their normal uniforms and their items morphed into Hope Crystals.

"And that," Aya declared. "That concludes the basics to our system."

The girls all giggled except for a merely nodding Homura.

Mami came up to Aya and handed her crystal. "Here's your crystal back. I won't need it as of now, so I'll wait until you get the others."

Aya giggled. "Thanks." She took the crystal and turned to Sayaka. She was now smiling like she was excited for this kind of experience. "It looks like you're psyched. I'm sure you'll have a lot of fun with your Hope Crystal. If you want to keep it that is."

"Of course!" Sayaka giggled as she changed to a more embarrassed face. "Though I may need to work more on my familiar." She changed back to being more confident. "But yeah, it should definitely help when I'm out as a magical girl."

Mami looked to her as she raised her own Soul Gem, noticing how it remained as clean as before. "Nothing changed of my Soul Gem either. Seems to be a good alternative when you don't want to use so much magic."

"And that's why I'm keeping it."

Madoka joined in, "Don't forget about me Sayaka! You know how I need to improve, too."

Sayaka giggled. "Of course not, Madoka! There's no way I could ever forget you."

Mami and Aya giggled in agreement.

"Well anyway," Sayaka continued. "It's time to go now."

"Right." Mami said.

Homura and Kyubey gave a nod. All of Aya's company started to leave out the warehouse door."

"Well," Aya said. "Don't want to make you late. I guess I'll see you next time!"

The girls waved as they and Kyubey left. Once they disappeared from her sight, she hanged down and smiled. She was proud things were making progress and she hoped for best that could from this as well as the worst. It was minute or two when she started walking out herself.


	9. Chapter 8 What are you doing now?

The next day, Aya was outside of a hospital in Mitakihara during the evening. She was outside and sitting on a bench that was overlooking the senset and the city. Next to her was Kyousuke, Sayaka's childhood friend.

"It's surprising that you would be a friend of Sayaka's," Kyousuke said to her before looking away. "Though it was very unexpected for you to show up."

Aya blushed. "Yeah, well I could understand how that would make you uncomfortable." She looked at Kyousuke's hands, which he was moving quite a lot. She remembered how Sayaka healed them during the mindtap. "Looks like you've been enjoying your new hands, right?"

"Uhh, yes." Kyousuke didn't expect such a comment as he looked back at Aya. "Did Sayaka tell you of this?"

"Uhh, yeah." Aya repeated. "She told me about how you permenantly injured your hand in an accident and were upset by it since you often played the violin."

"That's right," Kyousuke said as he looked to the ground. "By that time, I thought that music was over for me because I couldn't play anymore. I never really believed in miracles, but Sayaka kept on telling me that such things exist."

"And then, it happened." Aya finished as he nodded after. She looked up to the sky. "Something beyond the impossible where reason was kicked to curb." Kyousuke nodded again as she looked back at him. "Do you think it has any significance to you?"

Kyousuke looked back at Aya.

"Significance?"

"Yeah, like you said. Sayaka told you miracles exist before your hand recovered. Do you believe that means something to you? Like she shows some love or care about you? Something like that?"

Kyousuke looked back and shook. "I...wouldn't think so. Sayaka is into superhero-like figures and wanting something like them. I don't think I'd be her type."

"Well besides that, what ARE your feelings for Sayaka?"

Kyousuke shook again. He didn't expect such a question and went into an uncomfortable state. "That I really can't explain. To be honest, it's quite a personal question you're asking."

"It's alright if you feel uncomfortable. I understand how that feels. Just want to help."

"Hm," Kyousuke turned to Aya. "Thinking of which, that and you are a little familiar. Since you didn't say yet, what is your name?"

"I knew you may ask that." Aya nodded. "I'm Aya. Aya Masa."

This brigtened Kyousuke's mind. "Aya...now that definitely is familiar. If I remember, you're a...magical girl?"

"That's right."

All this then sent a spark to Kyousuke as if he remembered more. "I think remember now."

Aya giggled. "Thought you'd say that."

"I remember seeing a few news reports and even several websites about you. But that was a very long time ago. You were the one to save the world once from some organization?"

"Exactly. Free the world actually."

Kyousuke nodded in correction. "They were said to be wanting to kill off girls like you and be some kind of Big Brother?"

"That's about as accurate as you can get. And they were tough since they believed they were the good guys, not knowing their founders' true intentions."

Kyousuke laughed a little. "That would be found for the usual bad guy."

Aya laughed with him.

"So why you here then?"

"Because they're coming back."

This struck Kyousuke.

"They're currently invading the planet, starting with Mitakihara, and will be coming with more men to regain control."

"And you're here to stop them."

"Right. That and helping people on their problems."

The two giggled.

Aya then jumped like something was watching her. Kyousuke noticed this as the two looked back. They both found Homura Akemi watching from behind.

"Homura?" Aya was surprised. "What are you doing here?"

Homura just stood still, unaffected by Aya's question.

Kyousuke was confused. "You know this girl?"

"Yes," Aya said to Kyousuke. "She's also a friend of Sayaka. Or at least a classmate."

"Why would she be here?"

Aya looked back to Kyousuke. "That I don't know. But I don't think it's anything to do with you."

Kyousuke nodded. "And besides, I need to head back. The nurses would freak out if they don't find me within my bed at this time."

Aya nodded. "Well then, I guess you should get going then. Hope we meet again one day."

"I hope so, too." Kyousuke got up from his seat. He and Aya waved as he walked back to hospital.

Aya saw him from a long distance before turning to Homura, still standing there. She found this unexpected and stood up to walk closer. Homura didn't move as Aya approached her.

Aya was a foot away when she stopped. "Hi, Ms. Akemi. What are you doing here?"

"I saw that you were talking to Kyousuke. You were telling him about the AMF?"

"Uhh, yeah. I told him about the invasion that we know is going to occur."

"Do you find that such a reckless decision?"

"When the AMF still controlled the planet, it would be since anyone could an agent or even a contributor to them. Now with them out of here, is it becoming much safer, though we still have to be careful."

Homura nodded. "However, the AMF is still not the only threat around here."

"What do you mean?"

"Just a warning I want to give on your campaign here. Another enemy also threatens this city that you must be well aware of."

"As in the Witches?"

"Yes. At near the end of the month, the Walpurgisnacht will also strike Mitakihara and attempt to destroy the city."

"Walpurgisnacht. Me and the other magical girls heard of it before. Is it said to be a massive coupling of Witches?"

"It's the most powerful Witch we know, which makes it even more dangerous. Not a single magical girl alone could handle it."

"It definitely is a factor for us. The AMF are probably aware of it, too."

"And with these two threats together, it's critical for us to prepare for it. You must have the same idea."

Aya smiled. "I know. But it's also important to not worry about it too much". Aya then turned away. "In other news, the recent two days appeared to be explosive our friends. Pretty impressed by how much progress they're making."

"With the Hope Crystals you gave this morning..."

"Mami looked like she was having fun wih her familiar. Madoka this afternoon even started learning some of her powers. She had magical arrows and mid-flight, I hear?"

"I warned not to use the familiar just yet. Nor risk herself going up against the AMF."

"I can agree. Especially judging by her attacks, now is not the time to go mess with them. Still is good for her to be at least somewhat ready in case."

Homura only nodded.

"Sayaka must have some great fun for hers. And it looks like she's using that and her familiar a lot. I hear that Oktavia fought a Witch all by herself?"

"It was really a familiar. As in a Witch's familiar, but that's what she told me. She still shouldn't be foolish."

"I am aware. I wouldn't call her foolish though. She just needs to think it out more."

"Hm, what do you mean?"

"From what I saw, she's been very occupied with her role as a magical girl. She AND Mami are. Shouldn't they be taking a break on that stuff? Especially if they have other problems to deal with than just fighting Witches?"

She faced the hospital and Homura did the same.

"You also came to see Kyousuke for that."

"She's uncertain of herself in how much she loves Kyousuke. She feels pretty emotional and has to one day stand up on that."

Homura looked away. "I gave her a warning not to make a wish for him and yet she wouldn't accept it."

"And now, she stuck with fighting monsters with no time to confess or hang around with him." Aya looked down.

"Mami even told her about not making the wish. As she once said, she'll have no time for things like that."

"And that's what I want to prove wrong." Aya said. "Me and the other magical girls know about the system. Like what I showed in mine. It's not like she's gonna get a million swords if she takes a break on it to focus on other things. Even when she needs to stay on guard, she has to let loose on her role."

"You still don't understand anything about our system, Aya."

Aya looked to her. "Homura?"

"In our system, there's no such as rest or dreams coming true. The only you find here is despair and ruin. One where kindess is naivete, courage becomes foolhardedness, and dedication as no reward. You're world may be different, but until you accept all of that, you're not fit for ours."

Aya got a serious look. "Spare the hypocrisy, Homura."

Homura was hit by those words.

"And what do you think you're doing? We know about things like Kyubey and how tough it is to keep him from getting a contract. I am aware how you are willing to protect Madoka and doing what you can to keep her safe. Even if it looks like you're going through impossible odds, you still appear to keep on going. If you say and act like it's wrong to be brave or hope or dedicate as magical girl, then what are you doing all this time?"

Homura looked down after hearing this. "You do have a point," she said. "But still, it's not that easy."

"Sure it may not. But all you have to do is keep searching for it. Even if it means you have to solve so many smaller problems first. If you keep it up, then someday, you'll know it's worth it to hope and fight."

After a while, a tear seemed to come down from Homura's eye. Aya noticed this.

"Are you...crying?"

"No," Homura shrugged it off and looked back at Homura. "The only thing I want is Madoka safe. And with no contract. No one and nothing else other than that."

"Sure you can't save everyone, but that's another reason to moderate. Try to save whoever you can at best and ease off when you have to. Sayaka and the others should learn that, too."

Homura just nodded. "But even then and with support from you and your Hope Crystals, that doesn't mean Kyubey would stop. Which brings up a question of mine."

"Hm?"

"I know Kyubey well enough myself. It's obvious he wouldn't simply let Madoka use an alternative as a magical girl. As of now, he would already have you killed and continue convincing Madoka to make a contract. So why not?"

Aya giggled and Homura got a confused look. "It's funny because that was the same for the AMF."

"What do you mean?"

"Don't worry, Homura. It's a useful tool that came to us when the AMF still had control of the planet. They'd would kill magical girls whenever found, but mostly try to wait for their moment or destroy our hope and reputation first. Other than that, and this is critical, it's lack of information."

"Lack of information. Just like what Kyubey uses."

"Yes, though I told him quite a lot, he still has some gaps. We all know Earth is a major source of collecting energy that involves magical girls and Witches. And because I'm currently his only source of information on it, he has to either get aborad with me or get out of the way."

Homura nodded in correction. "Still, don't let your guard down."

"I'm well aware of it. After all, I always stay prepared in case such a thing happens at a time I'd last expect, just like with the AMF. It's the same for all magical girls, whether it's your system or someone elses."

Homura nodded once again.

The two then smiled together as Aya let out another giggle.


	10. Interlude 1

"That's such a big shame," Kyoko Sakura said in disappointment the next night. She was sitting on a building being constructed in the nearby Kasamino City. "So many Witches disappeared out here for the past few days until I heard the sudden news." She took a bite of an apple before she turned to Kyubey, who was standing next to her. "So what the hell then! Why are you saying it's nearly empty, too!"

"Sorry," Kyubey said" "But that is exactly what's also going on back in Mitakihara."

"Then, what's with the one I heard! The one that suddenly appeared in the middle and attacked the city!"

"That one…it's kind of hard to explain."

"What do you mean it's hard to explain, Kyubey?" Kyoko was getting more agitated.

"Because that one was really helping a magical girl rather than fighting her."

"Hm." Kyoko turned away. "When was it that Witches started cooperating with magical girls all of a sudden?"

"That's because they were fighting some force new to us. She appears to be part of another magical girl system.

"So we girls are now becoming obsolete on the job?" Kyoko looked at her Soul Gem while taking an aggressive bite.

"No, it's more of collaboration. Ever since that incident, Mami has given cooperation with the girl to learn more."

"Tell me more about this magical girl."

"Well, once again, she's not part of our system. Instead of having a Soul Gem, she gets her power from something else without the need of a contract. She also seems to have so much care for both the girls and Witches."

"Makes sense if she's getting some Witch to help her out. Then what about the so 'unknown militia force'? What the hell is that supposed to mean?"

"According to the girl, that militia force is part of an organization for hunting down 'Hope beings'. Or in this case, they're hunting magical girls. They're new to us, but the girl says they're also responsible for all of the Witches disappearing. They're attempting to wipe it clean of girls like you and turn it into a world of despair."

"You sound like you have a big problem with it. You believe in this militia thing?"

"The girl says they're coming after all of us, not just Witches and magical girls. They're invading this area as of now and will come with more forces eventually and attempt to take over the whole planet. Being armed with weaponry that can easily take on girls like you."

Kyoko looked to Kyubey. "Now when was the last time you started giving so many major details all of a sudden? Shouldn't we be asking you first?"

"She's been trying to get everyone group together and since she's the only one we have to learn about this enemy, we have no alternatives other than to work with her."

"And how is she out doing that?"

"Nothing much for now. She's only trying to have us find more of their forces and getting the others to switch to her system."

"Switch to system? Now why would she want to do that?"

"All that she told us was it was much better than forming a contract."

This sparked something from Kyoko. She held a mischievous smile. "Better, eh? I guess we'll see about that." She got up from the beams after finishing her apple.

"What do you plan to do?"

"Gonna see what kind of magical girl the brat thinks she is. If you're telling me she wants to get people to switch to her system, I'd like to test her out myself."

"You must have disapproval of her method. Why this girl?"

"You say there's more than her?"

"That's what she says; plenty of others are taking shelter in Mitakihara."

Kyoko just smiled as she looked forward and played with her spear. "This girl must be the head honcho then. I guess I'll show her what of game she's messing with if she thinks she can get away with something like this." She turned to Kyubey one last time. "Does she have a name?"

"Yes. Her name is Aya Masa."

Kyoko gave a smile away from Kyubey. She jumped off the beam and walked away after landing on the ground. "Well then, Aya Masa. If you thought replacing our system in this city is easily for you, then tomorrow…you're going to learn how we settle it the hard way…"


	11. Chapter 9 Tell us what's wrong

The next evening, Sayaka was out with Madoka, walking into an empty city alley together lined with gas valves. Madoka was carrying a Hope Crystal to prepare for the next battle. Sayaka already transformed as she wandered.

The background began to change and twist itself. The walls turned plain blue-green, dotted with stars, buttons, and animals. Crayons of many colors with runes rained down from above. Several larger ones were beside giant children's blocks, having runes on the sides. The two girls knew it meant one thing, a Witch or familiar was here.

Sayaka had a smile on her face. "About time." She got a cutlass and pointed it to the ground. "Summon familiar!" And the vortex came up to bring out Oktavia.

During the summoning sequence, Madoka also transformed with the Hope Crystal, which finished in less than a second. The crystal shaped itself into a bow that she grabbed. Both her transformation and Oktavia's summoning ended simultaneously. Soon, a distorted creature came by. It looked like a scribbled-in toy plane on the side with a big headed girl having a tongue sticking out. It giggled a little as it flew all over the corridor as the girls prepared their weapons.

Sayaka covered herself with her cloak, then revealed a number of cutlasses. She took one and threw it at the plane. The creature looked intimidated by the attack as it tried to evade. It returned with a set of scribbled missiles aimed at the three.

Madoka intervened and pulled up an arrow, aiming at the missiles heading towards Sayaka. The arrow launched and collided with a missile to destroy it. Madoka pick up another arrow and tried to aim. Oktavia tossed several wheels at the plane and the missiles, but they only hit one and blocked Madoka's view. Madoka still aimed for the leading missile and fired, but missed. Fortunately, Sayaka threw another cutlass to destroy the missile behind, then jumped backwards to avoid the last one as it impacted onto the ground.

Madoka continued to aim at the flying plane. Oktavia and her master threw more wheels and cutlasses at it, but continued to miss and hit only the missiles it fired back. The plane then started moving foward towards them with its child girl head frightened. Sayaka saw this a good opportunity to strike and grabbed another cutlass.

However, they were interrupted when unexpected slash came on the girls. They were knocked down in shock and Oktavia roared out violently as the familiar flew away. As the barrier vanished back into the city alley, the duo looked around hesitantly. Oktavia, who never changed direction, let out another roar. The girls faced the same way and let out surprising gasp by the sight of another girl.

Kyoko Sakura, transformed with her spear, walked from the opposite end of the alley. She was spinning her weapon rapidly with her right hand as she approached the girls. "Could you see that was a familiar there?"

Sayaka put down her cutlass in concern. Madoka lowered her bow in worry. Oktavia was very cautious and raised her cutlass, but Sayaka waved her hand, signaling it to stand down. Sayaka walked up forward a while and asked, "Now why do you say that!? And why did you interrupt our fight?"

"If you really are going have a duty as a magical girl, then you should not waste your time fighting with mere familiars. You should have just let it go and prey on civilians until it became a Witch. Only then will you'll really get reward for it."

"Why would you say such a thing!" Sayaka said angrily.

Kyoko had a mischevious grin. "It's the best way you're really going to get Grief Seeds, of course."

"I don't follow that kind of a rule here! And besides, we weren't here for find Grief Seeds anyway!"

Oktavia roared.

Kyoko looked up to her. She grew a fit as she looked up at Sayaka. "Pissed off by the fact you think you can just make up your own rules in this system." She turned to Oktavia again. "And that you could follow someone else's at the same time."

Sayaka looked to Oktavia, then back at Kyoko. "You know about Aya's system?"

Kyoko walked up a little more as Sayaka raised her cutlass. "Thought you'd hear of that name." She then patroled side to side of the alley. "I don't know much. Just the fact of there being rumors going on about some bozo getting magical girls to switch systems. I decided to come along and see for it myself." She stopped in the center and turned to the group. "Until you showed up that is."

"Why shouldn't we follow it!?" Sayaka called to her.

Madoka said with little confidence. "It's not like we're going to waste magic or anything since we don't need Greif Seeds."

"Yeah! Tell us what's wrong with that!"

Kyoko was getting more annoyed. "You really think that this is all some kind of game to you?" She readied her spear with her left hand. "I'm even more pissed that you believe you can simply handle two systems at once so easily."

"Like we would follow your idea! Just seeing familiars cause harm and doing nothing is worse!"

Madoka remained worried as she looked at her friend. "Uhh...Sayaka."

"Heh," Kyoko spun her spear a few times. "Well then, I'll just have to force it upon you!"

As Kyoko raised her spear, she stopped as she heard a voice. "That would not be necessary."

All the girls looked around, then realized the voice was coming from above. Kyoko looked up first and jumped backward in shock as a dark figure fell from above. The figure landed in a crouched position, still hiding its face. But seeing the cloak and the sword, Sayaka and Madoka knew who it was.

"Aya?" the friendly duo spoke as the girl stood up to reveal herself. Aya turned to the two and the familiar and gave a grin. The duo returned with an uneasy grin. Aya eased on hers afterwards.

Kyoko lowered her spear and squinted her eyes at the newcomer. Then gave a mischevious grin that attracted the duo on the other side. "So you're the one I've been hearing about. Aya Masa?"

Aya looked to her challenger and looked down. "Yes, that's me. The so-called bozo you've been speaking. Believing I'm trying to change your system."

Sayaka and Madoka were surprised by this. Kyoko was also hit by this. "You mean you-"

"Yes, I heard the whole thing. Just wanted to check on these two to see what you'd do." Aya looked up again. "Actually, WE wanted to know what you ALL would do."

Sayaka and Madoka were in surprise.

Kyoko squinted even more. "And what do you mean by 'we'?"

Aya looked up. Kyoko did the same with her spear grabbed with both hands. Madoka and Sayaka followed them with a glimpse of two bright lights of dark purple and yellow. The girls covered their eyes as the two objects from above came down. When they uncovered their eyes again at Oktavia small roar after, both turned out to be Mami and Homura.

Kyoko was shocked at this, not by her siding with Aya as she already knew that, but how she came aware of her arrival. She merely smiled by her sighting. "Well, if isn't my old friend, Mami Tomoe."

"Kyoko!" Mami said in a serious tone.

Kyoko looked to her long black-haired companion. "And who may you be?"

Homura just spoke calmly, "Homura."

"And why are you here?"

"That's nothing much to your concern."

Kyoko reacted violently. "I get the right to know what I'm concerned with!"

"You're not yet trusted for that."

"Hm," Kyoko looked away for a moment, then faced Aya. "Anyway, if you believe you could simply take over another system this easily," She prepared her spear again. "Then, I'm gonna show you how we do things around here!"

Aya held tighter onto her sword. "This isn't necessary, Kyoko. It's best if we don't end up making a mess here."

"And I say its better to show you how we do things!"

Suddenly, multiple chains of red diamonds manifested around the girls and Oktavia. They wrapped around behind Aya, trapped their captives separately, and attempted to cut Aya off from them. Aya was shocked by this and immediately dashed to them. She barely made inside the narrow field of barriers, but also found herself stuck. Fortunately, Aya was able to fit through the chains and find her way through the barriers.

Aya got a sight of Kyoko, who was approaching at a struggling Oktavia. Kyoko readied her spear as it extended and bended like a tendril. The mermaid creature continued to struggle helplessly and screech loudly at the red-dressed magical girl. Even the wheels it created were still not good enough to break the magical chains. Kyoko grinned as her tendril-like spear raised into the air, pointing towards Oktavia. She was about to strike until Aya suddenly got in the way.

Aya was breathing heavily. She didn't have much time to stop Kyoko. Based on Kyoko's observation, she had to slice her way through the chains with her sword. This shook her rival, who paused to stare at her.

"Hm, puzzling how you were able to get here so fast. There's rarely anything that could get through my barriers around here."

"I'm not letting you hurt this creature, Kyoko." Despite already worn, Aya still held on and grasped one the chains below her feet. She raised her sword up to Kyoko and her spear, preventing her from striking Oktavia. "I'm not letting you hurt any of my allies here."

"And what are you doing to do to keep me from striking such a Witch? It's all part of the food chain, isn't it? And after all, you're still someone who I'd like to put out of commission. You're all alone and worn out while your so allies are helpless."

"Actually, you have two things very wrong here." Aya looked around the chain jungle at Kyoko puzzlement. "First," looking at Oktavia. "This is not a Witch." She looked back at Kyoko. "And second, I'm not alone. I've brought someone else around here." Aya's words were heard and even surprised the entangled girls, for they were unaware of this.

"Hm? And who would that be?"

"One you wouldn't want to end up fighting, especially when you have metal objects like this jungle of chains. She can be quite a brawler, too."

"Would like to see her myself then."

"I suggest not. You definitely wouldn't want to hurt her friends. Otherwise, it would be you who will be put out of commission. And I don't want any more trouble here."

"Like I'd listen to an opponent."

Aya was even more serious. "I'm just trying to warn you. This is no longer necessary and I don't want anyone else getting hurt here. So why don't we settle this the easy way?" Aya pointed to Kyoko's spear. "Where you don't use that," She then pointed to the sky. "And this other girl doesn't make a mess. Okay, Kyoko?"

A pause came from everyone. The trapped girls just stared. Oktavia gave a low growl. Kyoko only stood there with a smile.

A moment later came Kyoko's answer, "I'd prefer not." Kyoko raised her spear to charge for the attack.

Aya raised her sword up to the spearhead to defend. She then stopped upon seeing another black figure falling from the buildings above. The two saw the figure's shadow casting on Kyoko. Aya hastily jumped backward on another chain. Kyoko merely looked up to see the figure coming on top of her.


End file.
